As filed with the Securities and Exchange Commission on March 18, 2008

Registration No. 333-______



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM S-1


REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933



__________________

VYCOR MEDICAL, INC.

(Name of small business issuer in its charter)

__________________

(Exact Name of Registrant as Specified in Itsits Charter)

  
Delaware 3841333-149782 20-3369218
(State or Other Jurisdiction of
Incorporation or Organization) Incorporation)   		 (Primary Standard Industrial
Classification Code Number)Commission File No.)		 (I.R.S. Employer
Identification No.)
3651 FAU Boulevard, Suite 300, Boca Raton, FL33434
(Address of Principal Executive Offices)(Zip Code)

80 Orville Drive, Suite 100
Bohemia, New York 11716
(631) 244 1435

Registrant's telephone number, including area code: (561) 558-2000

n/a

(Former name or former address, if changed since last report)

(Address Including Zip Code, and Telephone Number,
Including Area Code, or Registrant’sof Principal Executive Offices)



Kenneth T. Coviello
Chief Executive Officer
Vycor Medical Inc.
80 Orville Drive, Suite 100
Bohemia, New York 11716
(631) 244 1435

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)



Copies to:

Benjamin Tan, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006

Approximate date of commencement of proposed sale to the public:  From time to time after thethis Registration Statement becomes effective.

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.x [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o  [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.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-2If delivery of the Exchange Act.prospectus is expected to be made pursuant to Rule 434, please check the following box.  [ ]

Large accelerated fileroAccelerated filero
Non-accelerated filero (Do not check if a smaller reporting company)Smaller reporting companyx

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CALCULATION OF REGISTRATION FEE

               
 Title of each
class of securities to be registered		  Amount to be registered  Proposed maximum
offering price per share(1)		  Proposed maximum
aggregate offering price		  Amount of registration fee 
 Common Stock, $0.0001 par value  93,602,221  $0.04  $3,744,089  $435.38 
 Total  93,602,221  $0.04  $3,744,089  $435.38 

    
Title of Class of Securities to be Registered Amount to be Registered(1) Proposed
Maximum
Offering Price Per Unit(2)		 Proposed
Maximum Aggregate
Offering Price		 Amount of
Registration
Fee
Common stock, par value $0.001  5,894,317  $.19  $1,119,920.23  $44.02 
Common stock, par value $0.001 underlying Convertible Securities  5,645,210  $.19  $1,072,589.90  $42.16 
Total  11,539,527  $.19  $2,195,510.13  $86.17 

______________

(1)All shares registered pursuant to this registration statement are to be offered by the selling stockholders. Pursuant to Rule 416, this registration statement also covers such number of additional shares of common stock to prevent dilution resulting from stock splits, stock dividends and similar transactions.
(2)Based on the last sales price in $.19 per share of common stock. The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(e). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price the shares were sold to our shareholders in a private placement memorandum on February 20, 2008. The price of $.19 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

(1)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933. 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

The information in this prospectusProspectus is not complete and may be changed.  WeThe shareholders may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective.  This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated September 6, 2011

VYCOR MEDICAL, INC.

93,602,221 Shares of Common Stock
Par Value $0.0001 Per Share

This prospectus relates to the offering by the selling stockholders ofVYCOR MEDICAL, INC. of up to 93,602,221 shares of our common stock, par value $0.0001 per share.  We will not receive any proceeds from the sale of common stock.

The selling stockholders have advised us that they will sell the shares of common stock from time to time in broker's transactions, in the open market, on the OTC Bulletin Board, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.  We will pay the expenses incurred to register the shares for resale, but the selling stockholders will pay any underwriting discounts, commissions or agent's commissions related to the sale of their shares of common stock.

Our common stock is traded on the OTC Bulletin Board under the symbol "VYCO.OB".  On August 31, 2011, the closing sale price of our common stock was $0.04 per share.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone to provide you with different information.

Investing in these securities involves significant risks.  See "Risk Factors" beginning on page 9.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The date of this prospectus is September ___, 2011.

The information contained in this prospectus is not complete and may be changed.  This prospectus is included in the registration statement that was filed by VYCOR MEDICAL, INC. with the Securities and Exchange Commission.  The selling stockholders may not sell these securities until the registration statement becomes effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer andor sale is not permitted.

PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION, DATED MARCH 18, 2008

VYCOR MEDICAL, INC.

5,894,317 Shares of common stock

5,645,210 Shares of common stock
underlying convertible securities
offering by selling shareholders

The selling stockholders identified in this prospectus are offering for sale from time to time up to 11,539,527 shares of our common stock, including 5,645,210 shares they may acquire on conversion of certain debentures, warrants and exercise of certain options (collectively, the “Convertible Securities”).

The common stock and Convertible Securities have already been issued to the selling stockholders in private placement transactions (except for 523,747 shares of common stock to The Concordia Group), which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.

The Convertible Securities have different exercise or conversion prices and different expiration dates.

The resale of the shares of common stock is not being underwritten. The selling stockholders may sell or distribute the shares, from time to time, depending on market conditions and other factors, through underwriters, dealers, brokers or other agents, or directly to one or more purchasers. The selling stockholders may offer all or part of their shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. We will not receive any of the proceeds from the sales of the shares by the selling stockholders.

To the extent the Convertible Securities are exercised or converted to shares of our common stock, if at all, we will receive the exercise or conversion price for those Convertible Securities.

We will pay all of the registration expenses incurred in connection with this offering (estimated to be $87,087), but the selling stockholders will pay all of the selling commissions, brokerage fees and related expenses.

There is a limited market in our common stock. The shares are being offered by the selling stockholders in anticipation of the development of a secondary trading market in our common stock. We cannot give you any assurance that an active trading market in our common stock will develop, or if an active market does develop, that it will continue.

Investing in our common stock involves a high degree of risk. You may lose your entire investment. See “Risk Factors” beginning on page 4 for a discussion of certain risk factors that you should consider.

You should read the entire prospectus before making an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is March __, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

Page
Prospectus Summary  1
Forward-Looking Statements  2 
Risk Factors  4
Use of Proceeds  12PAGE 
Determination of Offering Price  12
DilutionPART I. INFORMATION REQUIRED IN A PROSPECTUS  12 
BusinessITEM 3.  21
Legal ProceedingsSUMMARY INFORMATION AND RISK FACTORS  321 
Market for Common Equity and Related Stockholder MattersITEM 4.  32
DividendsUSE OF PROCEEDS  3316 
Security Ownership of Certain Beneficial Owners and ManagementITEM 5.  37
ManagementDETERMINATION OF OFFERING PRICE  3816 
Executive CompensationITEM 6.  40
Disclosure of Commission Position on Indemnification for Securities Act LiabilitiesDILUTION  4116 
Certain Relationships and Related Party TransactionsITEM 7.  42
Selling ShareholdersSELLING STOCKHOLDERS  4216 
Plan of DistributionITEM 8.  45
Description of SecuritiesPLAN OF DISTRIBUTION  4618 
Legal MattersITEM 9.  49
ExpertsDESCRIPTION OF SECURITIES TO BE REGISTERED  4920 
Where You Can Find Additional InformationITEM 10.  49INTERST OF NAMED COUNSEL AND EXPERT23 
ITEM 11.INFORMATION WITH RESPECT TO THE REGISTRANT24
BACKGROUND24
LEGAL PROCEEDINGS28
DESCRIPTION OF PROPERTY28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS28
CHANGES AND DISAGREEMENTYS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE38
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS38
EXECUTIVE COMPENSATION41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT42
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE43
EXPERTS44
WHERE YOU CAN FIND ADDITIONAL INFORMATION45
ITEM 12.INCORPORATION OF CERTAIN MATERIAL BY REFERENCE45
ITEM 12A.DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES45
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONII-1
ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERSII-1
ITEM 15.RECENT SALES OF UNREGISTERED SECURITIESII-1
ITEM 16.EXHIBITSII-5
ITEM 17.UNDERTAKINGSII-5
SIGNATURESII-7
EXHIBIT LISTII-9

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ABOUT THIS

INFORMATION REQUIRED IN A PROSPECTUS

You should rely only on theITEM 3. SUMMARY INFORMATION AND RISK FACTORS

SUMMARY

The following summary highlights selected information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock, including shares they acquire upon exercise of their warrants, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the selling stockholders, the securities or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us or any selling stockholder. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws.

Cautionary Note Regarding Forward-Looking Statements and Other Information
Contained in This Prospectus

This prospectus contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties. Forward-looking statements include statements regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industries, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.  This summary does not contain all of the information you should consider before investing in our common stock. Youthe securities.  Before making an investment decision, you should read the entire prospectus carefully, including “Risk Factors” and the consolidated"Risk Factors" section, the financial statements, and the related notes before making an investment decision. Contents from our website, www.vycormedical.com, are not partto the financial statements.

For purposes of this prospectus. Except asprospectus, unless otherwise specifically statedindicated or unless the context otherwise requires, the “Company,” “we,” “our”all references herein to "Vycor", "the Company", "we," "us," and “us” refers collectively"our," refer to Vycor Medical, Inc.VYCOR MEDICAL, INC., a Delaware corporation.

THE COMPANY

Business Overview

We are a developer of neurological medical devices and are in the process of introducing our first series of products to the marketplace.

We are in the process of conducting research, development, prototyping, and production mold development work for our first product series, the Brain Access System (“VBAS”). Production molds, final packaging and inventory must still be built. Accessories are still to be designed. We are planning to launch the VBAS product in the third quarter of 2008. The second product in our pipeline is the Cervical Access System (“VCAS”), which is planned for launch during 2009.1. Organizational History

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register with the U.S. Food and Drug Administration (“FDA”) of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products in September 2006 and are able to sell them in member countries of the European Union (“EU”). The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

Our History

We were formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor"Vycor Medical LLC.”LLC". On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor"Vycor Medical, Inc.”" ("Vycor" or the "Company"). On November 29, 2010, Vycor, through its wholly-owned subsidiary NovaVision Acquisition, Inc., completed the acquisition of substantially all of the assets of the former NovaVision, Inc., a company that had been in the business of researching, developing and providing medical technologies to restore the vision of patients with neurological visual loss. Subsequent to the purchase, NovaVision Acquisition, Inc. changed its name to NovaVision, Inc. ("NovaVision").

Our Corporate Information

We maintain2. Overview of Business

Vycor operates two distinct business units within the medical device industry: Vycor Medical (which operates as a division of the Company) and NovaVision. Vycor Medical is a medical device company that designs, develops and markets medical devices for use in neurosurgery. NovaVision develops non-invasive, computer-based visual neuro-stimulation therapy for patients suffering from vision field deficits resulting from neurological trauma such as stroke and traumatic brain injuries, as well as screening and diagnostic products. In addition to our corporate offices at 80 Orville Drive, Suite 100, Bohemia, NY 11716. Our telephone numberexisting products and products in development, we actively seek acquisition, joint ventures and in-licensing opportunities in the medical device and therapy fields which we believe are complementary and will add shareholder value.

Vycor Medical, Inc.

Introduction

Vycor Medical is (631) 244 1435a medical device company that designs, develops and markets medical devices for use in neurosurgery.  Vycor Medical is ISO 13485:2003 compliant, has U.S. Food and Drug Administration (“FDA”) 510(k) clearance for brain and spine self-retaining retractors used during surgeries, CE Marking for Europe and Canadian HPB licensing for sale in Canada of its brain access system.

Vycor Medical’s ViewSite Brain Access System (“VBAS”), is a neurosurgical access system which was commercially launched in November 2008. The VBAS addresses a market that has not changed materially in over 50 years in contrast to the numerous developments in most other neurosurgical technologies. VBAS has the potential to reduce brain tissue trauma when accessing deep brain targets.

In early stages of development is the Cervical Access System (“VCAS”), which requires further prototyping and successful market testing prior to commercialization. Like the VBAS, this product is also designed to allow the surgeon easy access to a desired target; in this case the VCAS allows the surgeon to gain access to the anterior cervical surgery site.

Vycor Medical has received FDA 510(k) clearance for its products, with which we are authorized to market our facsimile number is (631) 244 1436. We also have a website atwww.vycormedical.com.

THE OFFERING

The Offering

This prospectus relates to (i) 5,631,159 shares of common stock and (ii) 5,593,104 shares of common stock underlying certain Convertible Securities.products in the U.S. without further approvals.

Common stock outstanding prior to offering

1

Viewsite Brain Access System (VBAS)

To access most surgical sites in the brain, surgeons usually need to remove part of the skull (craniotomy) and then separate (retract) the soft brain tissue to access the target site. The current standard of care utilizes a metal blade retractor (also known as a ribbon or blade retractor) to separate the tissue, and the retractor blades are attached to a head frame in order to apply tension to the tissue and maintain the opening.    

With the VBAS system, the surgeon makes an incision, inserts the clear, elliptical-shaped VBAS introducer through the brain tissue, and then removes the introducer and uses the clear hollow working channel to provide access to the precise location desired for surgery.

VBAS was designed to be used to access surgical sites in the brain in a minimally-invasive manner.  VBAS provides a minimally traumatic surgical corridor to most areas of the brain for the surgeon. With various sizes ranging from 12mm to 28mm, VBAS can be used for many types of procedures from “key hole” endoscopic surgery to removal of large tumors using standard instruments.  VBAS is compatible with Image Guidance Systems (“IGS”) and can be used with these neuro-navigation systems to accurately reach the target in the brain. This allows the surgeon real-time visualization of retractor positioning.

The VBAS is a single-use product and is available in multiple sizes. The series consists of twelve disposable products, offered in four different port diameters of 12mm, 17mm, 21mm and 28 mm and a choice of three lengths for each of 3, 5, and 7cm. We intend to add additional models in the future.

Product Advantages

Management believes that VBAS has a number of advantages over standard blade or ribbon retractors:

  21,835,444
•Less Invasive Procedure: The VBAS’ shape and minimal footprint enables the surgeon to access a specific target with a smaller incision, resulting in a smaller corticotomy and less disruption to surrounding tissues.  
•Reduction of Venous Pressure: Normal surgical procedures utilizing standard retractors require the pulling away of tissue to expose the target site. Current retractors have low surface areas and edges that in turn may lead to focal pressure on the delicate tissue of the brain. The lack of edges on the VBAS device,  and the way in which the elliptical introducer retracts the tissue reduces pressure on the tissue.
•Superior Field of View: Made of polished transparent polycarbonate, the VBAS increases a surgeon’s field of vision through a clear, visible and stable channel, allowing for continual monitoring of surrounding tissue and structures during surgery.
•More Accurate Navigation: The VBAS device when inserted into the brain retracts tissue as the surgeon navigates to the surgical site; standard retractors do not. The VBAS product when used with a navigational pointer allows the surgeon to see on the surgical monitor, in real-time, exactly where the retractor is in relation to critical brain structures and underlying pathologies. This helps the surgeon to accurately reach the target site with minimum healthy tissue trauma
•Minimizes target shift: When standard retractors are utilized to access the target site, they pull on the brain’s soft tissue. This may cause the target area to shift from the location shown on the navigational system. This shifting of the target requires the surgeon to spend time repositioning the retractors as they work towards re-locating the target, exposing the delicate tissue to additional potential pressure.  As a result of the VBAS’ elliptical shape there is even distribution of pressure and therefore less pulling of the tissue in one direction.
•Potential ability to address previously difficult or inoperable procedures: Through its design, VBAS potentially allows the surgeon to address previously difficult or inoperable conditions, such as tumors seated too deeply or very close to critical structures

Product shortcomings

Our products have a few shortcomings:

•As compared to existing blade retractors diameter of our device is fixed as opposed to variable which might give the surgeon less flexibility once he is at the desired location.
•The diameters and lengths of our devices are set to specific measurements, which may limit the surgeon to these specific sizes.
•Depending on the case, usage of a disposable product may be viewed as more costly and may not be accepted by our potential end users.
•Our device uses an ellipitical channel which potentially limits the working area compared to a round channel
•Certain procedures such as aneurysms require greater site access and therefore are less appropriate for VBAS’ minimal approach.

2

Because our products are relatively new to the market, there is no guarantee that any of the above mentioned features would prove effective and be useful by the end user, and the extent to which we are successful in achieving our objectives will be judged by the acceptance of the devices in the market.


Vycor Medical Product Pipeline

Brain Access and Related Products

We plan to develop additional Brain Access Systems shapes and sizes and we are also identifying other products that may be used in conjunction with our VBAS product.

We are developing an extension arm as a re-usable accessory that attaches to the VBAS device; this will enable easier connection to halo systems and other retractor systems on the market.

Cervical Access Products

We will continue our preliminary development of Cervical Access System products which would be used by the surgeon to access the anterior cervical surgical site (the uppermost vertebrae located in the neck). While the Company has filed certain intellectual property applications with respect to this technology, such development is in early stage.

Market

We believe that approximately 30% of the 4,500 US neurosurgeons focus predominantly on craniotomies or cranial procedures that could potentially benefit from the VBAS product. Management believes that there are approximately 1,500 hospitals that represent the majority of its US target market.

Competition

Competing manufacturers of brain retractors include, among others, Cardinal Health, Aesculap, Integra Life Sciences, Codman (Division of Johnson & Johnson), Medtronic, Stryker and others.

Sales, Marketing and Customers

Vycor Medical is currently focusing its marketing efforts for VBAS on the US and Canada, China and Europe. Vycor Medical markets VBAS products to leading neurosurgeons and neurosurgery hospitals.  Our domestic distribution partners  are independent distributors that have existing relationships with neurosurgeons and target hospitals serving approximately 75% of the U.S. population.

Our European distribution partners focus on the neurosurgery markets in Spain, Italy, Belgium, Scandinavia, Switzerland and the U.K.  We have also entered into a distribution agreement for VBAS with a Chinese distributor, however we must receive SFDA clearance before commencing sales in China. Vycor Medical has filed for, but not yet received such SFDA approval. We are also undertaking the regulatory approval process in Australia and Japan.

In the US Vycor Medical sells to stocking regional distributors and direct to hospitals through independent representatives. Management believes that its products currently are being utilized in approximately 80 hospitals in the United States and currently being evaluated in a further 40 hospitals.

Manufacturing

Vycor Medical has executed agreements with Lacey Manufacturing Company of Bridgeport, CT ("Lacey") and C&J Industries of Meadville, PA ("C&J") to provide a full range of vertically integrated services for our products, including engineering, contract manufacturing and logistical support. Lacey and C&J are U.S. FDA-registered and meet ISO standards and certifications.

3

Intellectual Property

Patent Applications

Vycor Medical has an issued patent in China and a patent approved for grant in Russia, as well as 13 patent applications pending in the U.S. and internationally with respect to its technology.

Trademarks

VYCOR MEDICAL is a registered trademark and VIEWSITE is pending registration as a trademark with the United States Patent and Trademark Office.

NovaVision, Inc.

Introduction

NovaVision provides a non-invasive, computer-based visual neuro-stimulation rehabilitation therapy called Vision Restoration Therapy ("VRT") for those patients suffering from visual field deficits as a result of neurological trauma. The Company also has some screening and diagnostic products. VRT is a patient-specific diagnostic and therapeutic platform that can potentially increase a patient's visual field and enable them to experience significant functional improvements. VRT is currently focused on visual deficits resulting from stroke and traumatic brain injuries. It is estimated that 15 to 20% of these patients experience a visual field deficit (VFD), reducing mobility and other activities of daily living (ADL). Patients with VFD often experience difficulties walking, are prone to bumping into foreign objects and may be unable to read or even see different foods on their plates. The result is a loss of self-confidence, decreased mobility, ADL difficulties and a lower quality of life. It is this sub-set of patients that is NovaVision's target market. In the US alone this target audience is estimated to be in excess of 800,000 treatable patient population. Management believes that VRT could ultimately be applied to other neurological causes of VFD.

Management believes that NovaVision is a leader in the field of neurologically-caused VFD rehabilitation in the U.S. and Europe with over 2,000 patients having been treated with VRT. The Company's therapy can be delivered to market through a variety of different channels - physicians, rehabilitation centers, therapy centers and direct-to-patient. NovaVision has a strong IP portfolio with 19 allowed, issued or granted patents and 17 pending patents.

NovaVision operates in the US and in Germany through NovaVision AG, its wholly-owned subsidiary and has received 510(k) clearance and CE Marking for VRT.

VRT Platform Technology

The platform technology is comprised of proprietary algorithms that generate patient-specific therapies enabling NovaVision's products to be used as both diagnostic and therapeutic tools. The platform technology generates light-based stimulus programs, beginning with a fixation point on a display screen. As the patient focuses on this fixation point, a series of light stimuli are delivered on the screen that are specific to the patient's visual field loss. Most stimuli are presented along the border of the patient's visual field loss and relayed directly to the brain using the optic nerve as a conduit.

For ophthalmic indications, the platform technology is incorporated into NovaVision's VRT product and the programmed light sequences stimulate the border zone between the "seeing" and "blind" visual fields. The diagnostic algorithm in the VRT product first maps the visual field and defines the areas of defect in patients suffering vision loss. The therapeutic algorithm in the VRT product is then specifically designed for each patient based upon the results of the diagnostic program and it repetitively challenges the visual cortex with multiple stimuli over the course of time.

VRT is performed over a six-month period twice a day for an hour total, six days a week. Most patients do not necessarily experience material benefits until the third month of treatment, although there have been a number of cases of faster improvement. During the initial months, patients may need ongoing encouragement so that they remain motivated to continue with the treatment regimen..

NovaVision currently delivers its program in the US through an integrated hardware/software package. The VRT device has a monitor and chinrest, along with a computer preloaded with the VRT software application, to ensure that the patient is optimally positioned to ensure maximum consistency and effectiveness of treatment.

The therapy requires a prescription by a licensed physician in the US. NovaVision markets VRT technology to active physicians; to date, approximately 500 prescribing physicians in the U.S. have registered with NovaVision.

4

Product shortcomings

VRT has a few shortcomings:

•There are certain conditions for which VRT may not be suitable, including: those with a light sensitive seizure disorder such as epilepsy; those with acute central nervous system or eye disease; those with significant cognitive difficulties that would preclude understanding the instructions or maintaining attention for the daily therapy sessions; and those with best corrected visual acuity worse than 20/200, and therefore with an inability to detect the stimuli reliably
•Results can vary significantly, and some patients who have been treated have had little to no improvement in their vision field.
•There may be side effects. The majority of patients who undergo VRT do not experience any noticeable side effects, though a small number of patients have reported infrequent headaches

Marketing

NovaVision markets its therapy through physicians and directly to patients, whom it refers to physicians for consultation, prescription and diagnosis prior to undergoing therapy. Its screening and diagnostic products are marketed to physicians, medical and rehabilitation centers as well as academic institutions. NovaVision is in the process of finalizing a significantly enhanced marketing strategy which will entail increased sales and marketing expenditure.

Market

NovaVision's core VRT product addresses a currently largely unmet and substantial market. In the US alone management believes there are over 7 million stroke sufferers and 2.8 million TBI patients. It is estimated that this equates to a treatable patient population of approximately 800,000, increasing each year.

NovaVision Product Pipeline

Utilizing VRT's underlying technology, NovaVision has developed and commercialized related visual products for physicians. Management is in the advanced stages of development of a Class 1 screening device with an integrated head-mounted perimetry "HMP". Management believes its greatest advantage is its portability which enables it to be utilized in a number of situations where patients with a VFD may otherwise not be able to take a table mounted test.

Regulatory Matters

NovaVision's products are regulated in the U.S. by the FDA as Class U medical devices subject to 510(k) clearances, and in Europe NovaVision has CE Marking for VRT as a Class I device. NovaVision received its FDA 510(k) clearance for VRT specific to Stroke and TBI indications in 2003.

Intellectual Property

Patents

NovaVision maintains a portfolio of patent protection on its methods and apparatus in the form of issued patents and applications, both domestically and internationally. NovaVision has 19 allowed, issued or granted patents and 17 pending applications.

Trademarks

NovaVision maintains a portfolio of registered trademarks for NovaVision, NovaVision VRT and Vision Restoration Therapy amongst others, both in the US and internationally.

Manufacturing and Operations

NovaVision assembles and tests all of its medical devices within the Company's headquarters facility. NovaVision has an FDA Establishment Registration and the Company does not have any long-term contractual obligations with its vendors to purchase products from them, nor are suppliers contractually obligated to sell products to NovaVision.

3. Other Matters

Product Liability Insurance

We presently have product liability insurance for both Vycor Medical and NovaVision.

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Government Regulations

We are committed to an integrated total quality management system. We believe that we have completed the necessary procedures and are certified to the ISO standards expected of medical device manufacturers as follows:

ISO 13485:2003 Medical Devices — Quality Management Systems

The certification of a quality management system to ISO 13485, specifically for medical devices, is advantageous and often essential for medical companies to export their products to the global market, as well as maintain and enter into certain agreements and business growth opportunities within the U.S. For example, Canada requires that medical device manufacturers marketing their products in Canada must have a quality system certified to ISO 13485:2003. The certification is also required for placement of branded devices into the European Union.

Vycor Medical has the following certification/licensing:

•Fully Quality Assurance System Directive 93/42/EEC for Medical Devices, Annex II (3)
•EC Design-Examination Certificate Directive 93/42/EEC for Medical Devices, Annex II (4)
•ISO 13485.2003
•HPB Licensing for Canada

Continuing Regulatory Requirements

Governmental regulation in the United States and other countries is a significant factor affecting the research and development, manufacture and marketing of medical devices, including our products. In the United States, the FDA has broad authority under the Federal Food, Drug and Cosmetic Act (the FD&C Act) to regulate the development, distribution, manufacture, marketing and sale of medical devices. Foreign sales of medical devices are subject to foreign governmental regulation and restrictions that vary from country to country.

Medical devices intended for human use in the United States are classified into one of three categories, depending upon the degree of regulatory control to which they will be subject. Such devices are classified by regulation into either Class I general controls, Class II special standards or Class III pre-market approval (PMA), depending upon the level of regulatory control required to provide reasonable assurance of the safety and effectiveness of the device.

Most Class I devices are exempt from pre-market notification (510(k)) or PMA. However, Class I devices are subject to "general controls," including compliance with FDA manufacturing requirements (Quality System Regulation (QSR), sometimes referred to as current good manufacturing practices or CGMPs), adverse event reporting, labeling and other requirements. Class II devices are subject to general controls and to the pre-market notification requirements under Section 510(k) of the FD&C Act. For a 510(k) to be cleared by the FDA, the manufacturer must demonstrate to the FDA that a device is substantially equivalent to another legally marketed device that was either cleared through the 510(k) process or on the market prior to 1976. It generally takes four to twelve months from the date of submission to obtain 510(k) clearance although it may take longer. Class III is the most stringent regulatory category for devices. Class III devices are those for which insufficient information exists to assure safety and effectiveness solely through general or special controls. Class III devices are usually those that support or sustain human life, are of substantial importance in preventing impairment of human health, or which present a potential, unreasonable risk of illness or injury. Class III devices also include devices that are not substantially equivalent to other legally marketed devices. To obtain approval to market a Class III device, a manufacturer must obtain FDA approval of a PMA application. The PMA process requires more data, including ordinarily data from clinical studies testing the device in humans, takes longer and is typically a significantly more complex and expensive process than the 510(k) procedure. Clinical studies of devices in humans is also subject to regulation by the FDA. Testing must be conducted in compliance with the investigational device exemption (IDE) regulations.

According to the FDA, Vycor Medical's products have been classified as Class II products and cleared for marketing through the 510(k) process. NovaVision's VRT product has been cleared as a Class U product while its HMP has been cleared as a Class 1 device.

We can provide no assurance that we will be able to maintain and obtain clearances or approvals needed to introduce new products and technologies. After a device is placed on the market, numerous regulatory requirements apply. These include:

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•quality system regulation, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;
•labeling regulations, which prohibit the promotion of products for unapproved or "off-label" uses and impose other restrictions on labeling; and
•medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.
Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions:
•fines, injunctions, and civil penalties;
•recall or seizure of our products;
•operating restrictions, partial suspension or total shutdown of production;
•Refusing a request for 510(k) clearance or premarket approval of new products;
•withdrawing 510(k) clearance or premarket approvals that are already granted; and
•criminal prosecution.

Medical device laws are also in effect in many of the countries outside of the United States in which we will do business. These laws range from comprehensive device approval and quality system requirements for some or all of our medical device products to simple requests for product data or certifications. The number and scope of these requirements are increasing. In June 1998, the European Union Medical Device Directive became effective, and all medical devices must meet the Medical Device Directive standards and receive CE mark certification. CE mark certification involves a comprehensive Quality System program, and submission of data on a product to the Notified Body in Europe.

Vycor Medical has obtained the CE marking approval to allow for distribution of its VBAS products in Europe and has received our HPB licensing approval for distribution in Canada. NovaVison's VRT is considered a Class 1 device in Europe. HMP does not have European regulatory clearance at this time.

Health Care Regulatory Issues

The health care industry is highly regulated and the regulatory environment in which we operate may change significantly in the future. In general, regulation of health care-related companies is increasing. We anticipate that Congress and state legislatures will continue to review and assess alternative health care delivery and payment systems. We cannot predict what impact the adoption of any federal or state health care reform measures may have on our business.

We regularly monitor developments in statutes and regulations relating to our business. We may be required to modify our agreements, operations, marketing and expansion strategies from time to time in response to changes in the statutory and regulatory environment. We plan to structure all of our agreements, operations, marketing and strategies in accordance with applicable law, although we can provide no assurance that our arrangements will not be challenged successfully or that required changes may not have a material adverse effect on our business, financial condition, results of operations and cash flows.

We believe that the discussion above summarizes all of the material health care regulatory requirements to which we currently are subject. Complying with these regulatory requirements may involve expense to us, delay in our operations and/or restructuring of our business relationships. Violations could potentially result in the imposition of civil and/or criminal penalties.

Employees

We currently have 14 full-time employees.

Outstanding Shares. As of the date of this prospectus, the Company has 805,647,246 shares of $0.0001par value common stock issued and outstanding to a total of approximately 90 shareholders of record.

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Fiscal Year End. The Company's fiscal year end is December 31.

Website. The Company operates websites at www.vycormedical.com and www.novavision.com.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. This prospectus includes statements regarding our plans, goals, strategies, intent, beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of terms and phrases such as "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions "may," "could," "should," etc. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and business opportunities also constitute such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

CORPORATE ADDRESS AND TELEPHONE NUMBER

The Company maintains its designated office at 3651 FAU Boulevard, Suite 300, Boca Raton, FL 33434. The Company's telephone number is 561-559-2000.

THE OFFERING

This prospectus will be utilized in connection with the re-sale of 93,602,221 shares which could be potentially issued in the future as of the result of the prospective exercise of certain investor warrants, placement agent warrants and other warrants which were issued in connection with the Company's recent stock offering.  The Company will not receive any proceeds from any sales of these shares.

Common stock currently outstanding805,647,246shares(1)
Common stock offered by Company
0
Total shares of common stock offered bythe selling stockholders  
11,539,527 (including up to 5,645,21093,602,221 shares of common stock underlying certain Convertible Securities)

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Common stock to be outstanding after the offering (assuming all the Convertible Securities have been either exercised or converted) 
 27,480,654
Use of proceeds of sale
  We will not receive any ofproceeds from the proceeds of sale of the shares of common stock offered by the selling stockholders.However, we will receive proceeds from any exercise or conversion of the Convertible Securities into up to 5,645,210 of our shares of common stock, which are presently offered under this prospectus.We intend to use any proceeds received from the exercise or conversion, as the case may be, for working capital and other general corporate purposes.We, however, cannot assure you that any of the Convertible Securities will be exercised or converted.
Risk Factorsprospectus. 
See “Risk Factors” beginning on page 4 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our common stock.

Background

On February 15, 2008, we entered into a transaction__________________

(1)  Shares of common stock outstanding as of August 31, 2011.

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FINANCIAL INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations data contains consolidated statement of operations data and consolidated balance sheet for the fiscal years period ended December 31, 2010 and December 31, 2009. The consolidated statement of operations data and balance sheet data were derived from the audited consolidated financial statements. Such financial data should be read in conjunction with Regent Private Capital, LLC (“Regent”), whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

Pursuantconsolidated financial statements and the notes to the Convertible Debenture Purchase Agreement between Regentconsolidated financial statements starting on page 45 and ourselves dated February 15, 2008, we had agreed tofile a registrationwith "Management's Discussion and Analysis of Financial Condition and Results of Operations."

            
    12/31/10
(as restated)		  12/31/09
(as restated)		  12/31/08 
 Revenues $316,450 $199,046 $129,947 
 Net loss $(1,983,822)$(1,164,036)$(2,381,295)
 Net loss per share $(0.003)$(0.040)$(0.108)
 Weighted average no. shares  663,168,900  29,183,482  21,977,954 
 Stockholders' equity (deficit) $88,714 $(1,245,940)$(921,427)
 Total assets $2,153,694 $400,960 $633,437 
 Total liabilities $2,064,980 $1,646,900 $1,554,864 

The following selected data contains statement on Form S-1of operations data and balance sheet for the three months ended June 30, 2011 and June 30, 2010. The statement of operations data and balance sheet data were derived from the financial statements for the periods. Such financial data should be read in conjunction with the Securitiesunaudited financial statements and Exchange Commission (“SEC”), to register for sale all common stock which may be issuable upon conversion of the Regent Debentures.

On February 15, 2008, we entered into a transaction with Fountainhead Capital Partners Limited (“Fountainhead”), whereby Fountainhead agreed to invest $300,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $150,000 each.

Pursuantnotes to the Convertible Debenture Purchase Agreement between Fountainheadfinancial statements for said periods starting on page 45 and ourselves dated February 15, 2008, we had similarly agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may"Management's Discussion and Analysis of Financial Condition and Results of Operations."

            
    As of
June 30,
2011		     As of
June 30,
2010
(restated)		 
 Balance Sheet Data:          
 Assets $4,760,602    $2,153,694 
 Liabilities $2,816,966    $2,064,980 
 Total Stockholders' Equity $4,760,602    $2,153,694 
 Statement of Operations Data          
 Revenue $142,331    $74,817 
 Operating Expenses $1,912,851    $477,021 
 Net Loss $(1,835,258)   $(420,185)
 Basis and Diluted Loss Per Share $(0.002)   $(0.001 
 Weighted Average Number of Shares Outstanding  780,845,969     649,281,287 

RISK FACTORS

Before you invest in our securities, you should be issuable upon conversion of the Fountainhead Debentures.

Subsequent to the dates ofaware that there are various risks. You should consider carefully these transactions, both Fountainhead and Regent agreed to allow us to register less thanrisk factors, together with all of the shares of common stock issuable under the Regent Debenture and the Fountainhead Debenture. Instead, we have agreedother information included in this annual report before you decide to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Additionally, we are seeking to register some ofpurchase our issued and outstanding shares of common stock as well as some of the shares of common stock issuable under the Convertible Securities.

Plan of Distribution

This offering is not being underwritten. The selling stockholders directly, through agents designated by them from time to time or through brokers or dealers also to be designated, may sell their shares from time to time, in or through privately negotiated transactions, or in one or more transactions, including block transactions, on the OTC Bulletin Board or on any stock exchange on which the shares may be listed in the future pursuant to and in accordance with the applicable rules of such exchange or otherwise. The selling price of the shares may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required, the specific shares to be sold, the names of the selling

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stockholders, the respective purchase prices and public offering prices, the names of any such agent, broker or dealer and any applicable commission or discounts with respect to a particular offer will be described in an accompanying prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. We will keep this prospectus current until the expiration dates of the convertible securities, even if the convertible securities which underlie certain shares of our common stock subject to this prospectus are out of the money.

We will not receive any proceeds from sales of shares by the selling stockholders. However, ifsecurities. If any of the selling stockholders decide to exercisefollowing risks and uncertainties develop into actual events, our business, financial condition or convert their convertible security, we will receive the net proceedsresults of the exercise or conversion of such security held by the selling stockholders. We intend to use any proceeds we receive from the exercise or conversion of convertible securities for working capital and other general corporate purposes. We cannot assure you that any of the Convertible Securities everoperations could be exercised or converted.materially adversely affected.

We will pay all expenses of registration incurred in connection with this offering (estimated to be $87,087), but the selling stockholders will pay all of the selling commissions, brokerage fees and related expenses.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the distribution of any of the shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus before deciding to invest in our common stock.

Risks Related to Our Financials

We aredo not have a recently formed development stage company that hassignificant operating history and have not achieved profitable operations. If our business plan fails,we are unable to achieve profitable operations, you may lose your entire investment.

Our independent auditors, Paritz & Company, certified public accountants, have expressed substantial doubt concerning our ability to continue as a going concern.

We have incurred losses since our inception, including a net loss of $472,270$1,983,822 for the year ended December 31, 2007,2010 and we expect to incur substantial additional losses, including additional development costs, costs related to clinical trialsstudies and manufacturing expenses. We have incurred negative cash flows from operations since inception. As of December 31, 2007,2010 we had a stockholders’ deficiencystockholders' equity of $692,597$88,714 and a cash and cash equivalents balance of $15,739.$127,081 at December 31, 2010. Since we have no record of profitable operations, there is high a possibility that you may suffer a complete loss of your investment.

We were formed on June 17, 2005 and have a limited operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objectives.

We are a development stage company with limited operating results to date. Since we do not have an established operating history or regular sales yet, you will have no basis upon which to evaluate our ability to achieve our business objectives.9

The absence of any significant operating history for us makes forecasting our revenue and expenses difficult, and we may be unable to adjust our spending in a timely manner to compensate for unexpected revenue shortfalls or unexpected expenses.

As a result of the absence of anyprofitable operating history for us, it is difficult to accurately forecast our future revenue. In addition, we have limited meaningful historical financial data upon which to base planned operating expenses. Current and future expense levels are based on our operating plans and estimates of future revenue. Revenue and operating results are difficult to forecast because they generally depend on our ability to promote and sell our products. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would result in further substantial losses. We may also be unable to expand our operations in a timely manner to adequately meet demand to the extent it exceeds expectations.

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

We were formed on June 17, 2005 and are currently developing and introducing newin the early stages of marketing our products. There can be no assurance that at this time that we will ever operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

need for acceptance of products — there can be no assured market for our products and there is no guarantee of orders or surgeon acceptance;
ability to continue to develop and extend brand identity;
ability to anticipate and adapt to a competitive market;
ability to effectively manage rapidly expanding operations;

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•competition;
•need for acceptance of products and therapies — there can be no assured market for our products and therapies and there is no guarantee of orders or surgeon and patient acceptance;
•ability to continue to develop and extend brand identity;
•ability to anticipate and adapt to a competitive market;
•ability to effectively manage rapidly expanding operations;
•amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
•dependence upon key personnel to market and sell our products and the loss of one of our key managers may adversely affect the marketing of our products.

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amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
dependence upon key personnel to market and sell our products and the loss of one of our key managers may adversely affect the marketing of our products.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue as a going concern and our ability to obtain future financing.

In their report dated February 7, 2008, our independent auditors stated that our financial statements for the period ended December 31, 2007 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception. We continue to experience net losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. If we are unable to continue as a going concern, you may lose your entire investment.

Our revenue will beis dependent upon acceptance of our products and therapies by the market. The failure of such acceptance will cause us to curtail or cease operations.

We believe that virtuallyVirtually all of our revenue will comecomes from the sale of our products.products and therapies. As a result, we will continue to incur substantial operating losses until such time as sales of our products and therapies reach a mature level and we are able to generate sufficient revenue from the sale of our products.products and therapies to meet our operating expenses. There can be no assurance that businesses and customers will adopt our technology and products, or that businesses and prospective customers will agree to pay for our products.products and therapies or that there will be adequate insurance reimbursement for our products and therapies, if at all. In the event that we are not able to significantly increase the number of customers that purchase our products and therapies, or if we are unable to charge the necessary prices, fees, our financial condition and results of operations will be materially and adversely affected.

Risks Related to Our Business

We cannot be certain that we will obtain patents for our devices and technology or that such patents will protect us from competitors

We believe that our success and competitive position will depend in large part on our ability to obtain and maintain patents for our devices. We have filed patent applications for both the design of our Brain Access System and Cervical Access System and for the method of performing surgery withtechnologies underlying our devices.NovaVision therapies and products. The U.S. Patent and Trademark Office typically requires 12-24 months or more to process a patent application. There can be no assurance that our patent applications will be approved. However we dohave not intend to waitwaited for the approval of the patent applications before launching sales of our devices. There can be no assurance regarding how long it will take the U.S. Patent and Trademark Office to decide whether to approve our patent applications or how long it will take foreign patent offices to grant us patents. There can be no assurance that any patent issued or licensed to us will provide us with protection against competitive products and therapies or otherwise protect our commercial viability, or that challenges will not be instituted against

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the validity or enforceability of any of our patents or, if instituted, that such challenges will not be successful. The cost of litigation to uphold the validity of a patent and enforce it against infringement can be substantial.substantial and we do not have patent insurance. Even issued patents may later be modified or revoked by the Patent and Trademark Office or in legal proceedings. Patent applications in the United States are maintained in secrecy until the patent issues and, since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries, we cannot be certain that we were the first creator of the inventions covered by our pending patent applications or the first to file patent applications on such inventions.

To minimize these risks, we have asked our patent counsel, Hunton & Williams, to provide us with a “freedom to operate” and patent opinion and we are considering obtaining patent insurance. A “freedom to

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operate opinion,” was based upon an investigation into the area of our proposed products. The investigation would attempt to identify ahead of time patents in the area of our proposed products in order to verify that there are no patents in the area very similar to our proposed patent application. However, the freedom to operate plan and the opinion letter can never guarantee that a business entity has a clear path to market its products. ItVycor Medical is necessarily limited by the effectiveness of the product clearance search, and the conclusions of the opinion letter are likely to reflect this lack of complete certainty. Patent insurance may either protect a patent holder against loss due to the infringement of a patent held by the patent holder or protect the insured against infringement claims brought by a patent holder. We have not tried to obtain patent insurance and do not know whether it will be available to us and if so whether it will be available at an affordable price.

We are dependent on atwo key vendorvendors to manufacture our products.

We areVycor Medical is dependent on Lacey Manufacturing Company (“Lacey”) of Bridgeport, Connecticutand C&J Industries to provide a full range of engineering, contract manufacturing and logistical support to manufacture our products. We are presently negotiating the terms of our manufacturing with Lacey. There can be no assurances that we will be able to reach an agreement or that the terms will be as favorable as we anticipate. We are dependent upon their commencing manufacture of our products in accordance with our specifications and delivering them on a timely basis in order to realize our business plan. They can however no assurances that this will be the case. We presently owe Lacey approximately $185,000 for services and molds that Lacey has provided to us in anticipation of reaching a manufacturing agreement with us, which monies we hope to repay from the proceeds of the sale of our products and from any funds we manage to raise. There can be no assurance that we can reach an agreement with Lacey and even so, that Lacey will agree to defer repayment. If we do not reach an agreement with Lacey, Lacey may request immediate payment of the full amount owing to them and this may have a material impact on our available working capital.basis. 

If we do not reach an agreement with Lacey or if Laceyeither supplier fails to manufacture and/or deliver our products as specified, we may need to locate another manufacturer. We can offer no assurances that we will be successful in finding an alternate manufacturer and negotiating acceptable terms with them on a timely basis without impact on our manufacturing and delivery schedule.

Both manufacturers are subject to regulatory requirements and certifications. Loss of such certification would affect our ability to deliver products.

We will need distribution and marketing partners to help us market our products.

We do notAt this time, we only have establishedlimited distribution and marketing channels. Wechannels which we will need to find meansexpand in the future. Vycor Medical has contracted with independent medical device distributors and representatives that collectively have field salespeople who call on neurosurgery departments and have undertaken to expand the international scope of letting our potential users know about our productssales and find means of distributing our products to them.distribution. We are in also in discussions with other potential medical device distributors and sales agents.agents for both Vycor Medical and NovaVision. There is no assurance that our discussions will be successful or that thesethe contracted distributors or sales agents would in factpotential new distributors will be successful in promoting and selling our products.products and therapies.

We will need to raise substantial additional funds to bring any products to market and operate.

Our current funds are notonly sufficient to allow us to successfully launchexpand and market our products.operate for a limited period of time. We will require substantial additional funds in order to bringcontinue our products to market.operations after we exhaust our available funding. Sufficient funds on terms acceptable to us may not be available or may be available only on terms that are dilutive to investors in this offering.investors. Our inability to obtain additional funds might prevent us from launching the products and continuing operations.

We may not be successful in capturing desired market share if products are not compatibleintegrated with navigationalneuro-navigational systems.

We believe that using ourintegrated Vycor Medical's products with existing navigationneuro-navigation systems will be important in gaining market acceptance and making our pre-market evaluations. We have had discussions with BrainLAB and Medtronic about integrating our products with their navigation systems by making an adaptor to allow our products to work with their navigation systems.acceptance. We can offer no assurances that we will be able to conclude a formal integration agreement with any of terms withthe manufacturers of these manufacturers, and also find another manufacturer of a navigation system willing to integrate our products with their system, or what the terms for integration will be.systems. Further, if we were to grant an exclusive to one manufacturer of navigationneuro-navigation systems, we may havebe precluded from selling our products to customers who do not use that particular navigation system.

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Our development activities may be more expensive than anticipated and that we may not have sufficient resources to realize our business plan.

There is a possibility that the money and time required to obtain permits, to enter into arrangements with manufacturers and distributors etc. may be excessive and more than what we had anticipated. We may conclude that the expenses will make the launch uneconomical. Therefore there is a risk that funds that we may not be able to complete the development of and sale of our products.

Sales may not produce profits.

We may be forced to sell our products at a lower price than anticipated due to a variety of reasons, including without limitation selling prices of comparable products by our competitors and budget constraints of our customers. Further, we may sell fewer products than anticipated, and the costs associated with each unit, including costs of manufacturing and commissions, may be greater than anticipated. As a result, there is a risk that costs associated with the costsales of the launchour products may be greater than we anticipated and that the sale of devices may fail to yield profitability.

Our products may not be accepted in the marketplace.

Uncertainty exists as to whether our products once completely developed and available for commercialization,therapies will be fully accepted by the market without extensive additional clinical evaluations. A number of factors may limit the market acceptance of our products and therapies, including the timing of regulatory approvals and market entry relative to competitive products, the availability of alternative products and therapies and the price of the our products and therapies relative to alternative products.products and therapies. There is a risk that surgeons will be encouraged to use multiple use devices, such as retractors, instead of our single use devices. Our VBAS device is designed to be used once and then discarded. OurVycor Medical's competitors market multiple use devices such as retractors. The multiple use devices are not appreciably more expensive than our single use devices and therefore they are significantly less expensive

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on a per use basis. We are assuming that notwithstanding the difference in price that surgeons will elect to use our devices because of their perception that our devices will permit safer and less invasive surgery. However, hospitals, medical insurance providers, health maintenance organizations and others approving surgical costs may decide that the cost outweighs the benefit. In addition, surgeons may opt to use other devices.

Even if our products are approved by regulatory authorities, if we or our suppliers fail to comply with ongoing regulatory requirements, or if we experience unanticipated problems with our products, these products could be subject to restrictions or withdrawal from the market.

Any product for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical data and promotional activities for such product, will be subject to continual review and periodic inspections by the FDA and other regulatory bodies. In particular we and our suppliers are required to comply with the Quality System Regulation, or QSR, for the manufacture of our products which cover the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of any product for which we obtain marketing approval. The FDA enforces the GMP and QSR through unannounced inspections. We and our third party manufacturers and suppliers will have to successfully complete such inspections. Failure by us or one of our suppliers, with statutes and regulations administered by the FDA and other regulatory bodies, or failure to take adequate response to any observations, could result in, among other things, any of the following enforcement actions:

•warning letters or untitled letters;
•fines and civil penalties;
•unanticipated expenditures;
•withdrawal or suspension of approval by the FDA or other regulatory bodies;
•product recall or seizure; 
•orders for physician notification or device repair, replacement or refund;
•interruption of production;
•operating restrictions;
•injunctions; and
•criminal prosecution.

If any of these actions were to occur it would harm our reputation and cause our product sales and profitability to suffer. Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with applicable regulatory requirements.

If the FDA determines that our promotional materials, training or other activities constitutes promotion of an unapproved use, it could request that we cease or modify our training or promotional materials or subject us to regulatory enforcement actions. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our training or other promotional materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement.

Moreover, any modification to a device that has received FDA approval that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design or manufacture, requires a new approval from the FDA. If the FDA disagrees with any determination by us that new approval is not required, we may be required to cease marketing or to recall the modified product until we obtain approval. In addition, we could also be subject to significant regulatory fines or penalties.

In addition, we may be required to conduct costly post-market testing and surveillance to monitor the safety or efficacy of our products, and we will be required to report adverse events and malfunctions related to our products. Later discovery of previously unknown problems with our products, including unanticipated adverse events or adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such as QSR or GMP, may result in restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties.

Further, healthcare laws and regulations may change significantly in the future. Any new healthcare laws or regulations may adversely affect our business. A review of our business by courts or regulatory authorities may result in a determination that could adversely affect our operations. Also, the healthcare regulatory environment may change in a way that restricts our operations.

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Similarly, in Canada, Health Canada could place a hold on imports from us and could revoke any licenses held for violations of its rules and regulations. Health Canada could issue a warning the first time around and we would be obligated to fix the problem and follow up with Health Canada.

In Europe, the relevant European authorities could hold imports from us and remove CE marking for violating their rules and regulations. We could get a warning from a European Competent Authority or its Notified Body and we would be obligated to fix the problem and follow up with either the Notified Body or Competent Authorities.

Because product liability is inherent in the medical devices industry and insurance is expensive and difficult to obtain, we may be exposed to large lawsuits.

Our business exposes us to potential product liability risks, which are inherent in the manufacturing, marketing and sale of medical devices. While we will take precautions we deem to be appropriate to avoid product liability suits against us, there can be no assurance that we will be able to avoid significant product liability exposure. Product liability insurance for the medical products industry is generally expensive, to the extent it is available at all. While we have product liability coverage, there can be no assurance that we will be able to continue to obtain such coverage on acceptable terms, or that any insurance policy will provide adequate protection against potential claims. A successful product liability claim brought against us may exceed any insurance coverage secured by us and could have a material adverse effect on our results or ability to continue marketing our products.

Because the healthcare industry is subject to changing policies and procedures, we may find it difficult to continue to compete in an uncertain environment.

The health care industry is subject to changing political, economic and regulatory influences that may affect the procurement practices and operations of healthcare industry participants. During the past several years government regulation of the healthcare industry has changed significantly in several countries. Healthcare industry participants may react to new policies by curtailing or deferring use of new treatments for disease, including treatments that would use our devices. This could substantially impair our ability to successfully marker our products, which would have a material adverse effect on our performance.

The market success of our products and therapies will be dependent in part upon third-party reimbursement policies that are often subject to change.

Our ability to successfully penetrate the market for our products and therapies may depend significantly on the availability of reimbursement to individuals for rehabilitation therapies and to hospitals for neurosurgical procedures from third-party payers, such as governmental programs, private insurance and private health plans. There is no guarantee that this will not change in the future or that applicable levels of reimbursement to individuals and hospitals, if any, will be high enough to allow us to charge a reasonable profit margin.  Vycor Medical's products are not specifically reimbursed by third party payors, they are part of the overall procedure cost and therefore some hospitals may view this as an increase in cost. If levels of reimbursement are decreased in the future, the demand for our products could diminish or our ability to sell our products on a profitable basis could be adversely affected.

Some of our competitors are more established and better capitalized than we are and we may be unable to establish market share.

Some of our competitors are well-known, more established and better capitalized than we are. As such, they may have at their disposal greater marketing strength and economies of scale. They may also have more resources to expend on research and development to create more innovative products in competition with ours. Accordingly, we may not be successful in competing with them for market share.

We will need to increase the size of our organization, and may experience difficulties in managing growth.

We are a small company with minimal employees. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

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We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

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If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 100,000,0001,500,000,000 shares of common stock, $0.001$0.0001 par value per share, of which, as of March 12, 2007, 21,835,444August 31, 2011, 805,647,246 shares of common stock were issued and outstanding. These shares may be issued by our board of directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.

Further, our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, $.001$0.0001 par value per share.share of which as of August 31, 2011 63.8 shares of preferred stock were issued and outstanding. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which convert into large numbers of shares of common stock and consequently lead to further dilution of other shareholders.

There is also a large number of warrants and options outstanding which, if fully exercised, would increase the number of outstanding shares by approximately 265 million.

We may need additional capital that could dilute the ownership interest of investors.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our common stock and they may experience additional dilution. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional common stock by our management, may have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock, including investors in this offering.

We rely on Mr. Kenneth T. Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President,current management team for the management of our business, and the loss of their services may significantly harm our business and prospects.

We depend, to a large extent, on the abilities and participation of our current management team, but have a particular reliance upon Mr. Kenneth Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President for the direction of our business.team. The loss of the services of either Mr. Coviello or Ms. Jensen,any member of our management team, for any reason, may have a material adverse effect on our business and prospects. We cannot assure you that the services of Mr. Coviello or Ms. Jensenthe members of our management team will continue to be available to us, or that we will be able to find a suitable replacement for eitherany of them. We do not have key man insurance on Mr. Coviello or Ms. Jensen.any members of our management team. If either or bothany member of themour management team were to die and we are unable to replace either or both of them for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business, may be harmed.

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We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.

Our future success depends heavily upon the continuing services of the members of our senior management team, in particular our Chief Executive Officer, Mr. Kenneth Coviello and our President, Ms. Heather Jensen.team. If one or more of our senior executives or other key personnel is/are unable or unwilling to continue in his/her/their present positions, we may not be able to replace them easily or at all, and our business may be

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disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and personnel is intense, the pool of qualified candidates in the medical device field is very limited, and we may not be able to retain the services of our senior executives or senior personnel, or attract and retain high-quality senior executives or senior personnel in the future. This failure could materially and adversely affect our future growth and financial condition.

We may not have effective disclosure controls and procedures and adequate internal accounting controls. While we have certain internal procedures in our budgeting, forecasting and in the management and allocation of funds, our internal controls may not be adequate.

We are constantly striving to improve our internal accounting controls. Notwithstanding, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of the period commencing December 2009 through the period ended June 30, 2011 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. We do not have a full-time dedicated Chief Financial Officer. We hope to develop effective disclosure controls and procedures and an adequate internal accounting control to budget, forecast, manage and allocate our funds and account for them. There is no guarantee that such improvements will be adequate or successful or that such improvements will be carried out on a timely basis. If we do not have adequate internal accounting controls, we may not be able to appropriately budget, forecast and manage our funds, we may also be unable to prepare accurate accounts on a timely basis to meet our continuing financial reporting obligations and we may not be able to satisfy our obligations under US securities laws.

Rule 415

WE MAY NOT BE ABLE TO REGISTER ALL OF THE SHARES (AND THE SHARES UNDERLYING THE CONVERTIBLE SECURITIES). THIS MAY REQUIRE US TO PAY THE INVESTORS DAMAGES.

Reference is made to “Selling Stockholders — Background” in this prospectus for disclosure relating to our obligation to register the shares (and the shares underlying certain Convertible Securities) and the circumstances in which weWe may be liable for damages for failing to comply with our obligations set forth therein.

We have inadequate insurance coverage

We only have Directors and Officers Liability Insurance. Because weInsurance and Product Liability insurance at present.  We have only sold our products on a limited basis, we do not presently maintain product liability insurance or property and equipment insurance, which leaves us with exposure in the event of loss or damage to our properties or product liability claims filed against us.properties.  We are seeking quotations for product liability insurance.property and other necessary insurances.

We cannot assure you that we would not face liability in the event of the failure of any of our products. This is particularly true given our plan to significantly expand our sales into international markets, like Europe, where product liability claims are more prevalent. Moreover, our insurance may not be adequate to cover any such product liability damages.

We do not maintain a reserve fund for warranty or defective products claims. Our costs could substantially increase if we experience a significant number of warranty claims. We have not established any reserve funds for potential warranty claims. If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, it would have a material adverse effect on our financial condition and results of operations.

Risks Related to an Investment in Our Common Stock

Our Chief Executive Officer and President control

Fountainhead Capital Management Limited effectively controls us through their position and stock ownership and their interests may differ from other stockholders

Our Chief Executive Officer and PresidentAs of August 31, 2011, Fountainhead Capital Management Limited beneficially ownowned, in the aggregate, approximately 46.878%66% of our common stock. As a result, while they individually are not holders of a majority of the outstanding shares collectively,and they may be able to influence the outcome of stockholder votes on various matters, including the election of directors and extraordinary corporate transactions, including business combinations. Their interests may differ from other stockholders.

We do not intend to pay cash dividends in the foreseeable future

We currently intend to retain all future earnings for use in the operation and expansion of our business. We do not intend to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

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There is currently no market for our securities and there can be no assurance that any market will ever develop or that our common stock will be listed for trading.

Prior to the date of this prospectus, there has not been any established trading market for our common stock and there is currently no market for our securities. We will seek to have a market maker file an application with the NASD on our behalf to list the shares of our common stock on the NASD OTC Bulletin Board (“OTCBB”) or similar quotation service when we have a sufficient number of shareholders, if ever. There can be no assurance as to whether such market makers application will be accepted or, if accepted, the prices at which our common stock will trade if a trading market develops, of which there can be no assurance. We are not permitted to file such application on our own behalf. Until our common stock is fully distributed and an orderly market develops, (if ever) in our common stock, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock. Owing to the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. See “Broker-dealers may be discouraged from effecting transactions in our common stock because they are considered a penny stock and are subject to the penny stock rules.”

Our common stock is subject to the Penny Stock Regulations

Our common stock and will likely be subject to the SEC's “penny stock”"penny stock" rules to the extent that the price remains less than $5.00.$5. Those rules, which require delivery of a schedule explaining the penny stock market and the associated risks before any sale, may further limit your ability to sell your shares.

The SEC has adopted regulations which generally define “penny stock”"penny stock" to be an equity security that has a market price of less than $5.00$5 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the `penny stock`"penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

Our common stock ismay be illiquid and subject to price volatility unrelated to our operations

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Also, as a result of the exercise or conversion of certain convertible securities by the selling stockholders, there may be a significant number of new shares of common stock on the market in addition to the current public float. Sales of substantial amounts of common stock, or the perception that such sales could occur, and

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the existence of convertible securities to purchase shares of common stock at prices that may be below the then current market price of the common stock, could adversely affect the market price of our common stock and could impair our ability to raise capital through the sale of our equity securities.

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ITEM 4. USE OF PROCEEDS

We will not receive anyThis prospectus relates to the resale of the proceeds from any sales of the sharesour common stock that may be offered for sale and sold under this prospectusfrom time to time by the selling stockholders.  We will not receive any proceeds from the issuancesale of shares of common stock in this offering.

ITEM 5. DETERMINATION OF OFFERING PRICE

All shares of our common stock on the exercise or conversion, if any, of the Convertible Securities issued tobeing offered will be sold by the selling stockholders.

Westockholders without our involvement.  It is our expectation that the selling shareholders will receive proceeds of conversion or exercise ifsell their shares at the Convertible Securities are exercised or converted. We intend to use the proceeds from the exercise or conversion of the Convertible Securities, if any, for working capital and other general corporate purposes. We cannot assure you that any of the Convertible Securities will ever be exercised or exercised for cash, if at all.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our last private placement which was completed in February 20, 2008 pursuant to an exemption under Rule 506 of Regulation D.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with or shortly after the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.prevailing from time-to-time.

ITEM 6. DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued or will be issued to our shareholders upon conversion or exercise of certain Convertible Securities.Warrants issued by the Company. Accordingly, there will be no dilution to our existing shareholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations data contains consolidated statement of operations data and consolidated balance sheet for the fiscal years period ended December 31, 2007 and December 31, 2006. The consolidated statement of operations data and balance sheet data were derivedshareholders from these sales, other than from the audited consolidated financial statements. Such financial data should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements starting on page F-1 and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

  
 As of
December 31, 2007		 As of
December 31, 2006
Balance Sheet Data:
          
Assets $48,161  $141,614 
Liabilities $740,758  $468,217 
Total Stockholders’ Deficiency  ($692,597)  $(326,603) 
Statement of Operations Data:
          
Revenue $2,565  $ —  
Operating Expenses $474,832  $511,959 
Net Loss  ($472,270)   ($511,959) 
Basic and Diluted Loss Per Share $(0.03)   n/a 
Weighted Average Number of Shares Outstanding
  18,197,352   n/a 

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

We are a developer of neurological medical devices and are in the process of introducing our first series of products to the marketplace.

We are in the process of conducting research, development, prototyping, and production mold development work for our first product series, the VBAS. Accessories are still to be designed. We are planning to launch the VBAS product in the second quarter of 2008. The second product in our pipeline is the VCAS, which is scheduled for launch during late 2009.

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register with the FDA of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products and are able to sell them in member countries of the EU. The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

Revenue

We are currently in the development stage and have yet to recognize meaningful revenues. We expect to ultimately receive revenues through the sale of our medical devices to medical care providers and potential license fees related to the sale of our products in other areas other than neurosurgery. Primary revenues will be derived from hospitals and distributors in the US and international distributors.

Research and Development Expenses

Research and development expenses consist primarily of:

Design costs
Development expenses
Production of prototypes

General and Administrative Expenses

General and administrative expenses consist primarily of:

Office rental expense
Salaries and benefits
Travel Expenses
Professional fees — accounting, audit, consulting, industry and medical advisors
Marketing

Critical Accounting Policies and Estimates

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Revenue Recognition

We sell our products to end-user hospital facilities in the United States as well as to distributors both in the U.S. and internationally. Revenue is recognized for all sales, including sales to distributors, at the time

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products are shipped and title has transferred, provided that a purchase order has been received or a contract executed, there are not uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is reasonably assured. Sales discounts, returns and allowances are included in net sales, and the provision for doubtful accounts is included in selling, general and administrative expenses. Additionally, it is our practice to include revenues generated from freight billed to customers in net sales with corresponding freight expense included in cost of sales in the consolidated statement of operations.

The sales price is fixed by our acceptance of the buyer’s firm purchase order. The sales price is not contingent, or subject to additional discounts. Our standard shipment terms are “EXW Origin”. The customer is responsible for obtaining insurance for and bears the risk of loss for product in-transit. Additionally, sales to customers do not include the right to return merchandise without our prior consent through our Return Material Authorization Procedure. In those cases where returns are accepted, product must be current and restocking fees of 25% must be paid by the respective customer, unless the return was for a manufacturing defect or for investigational purposes.

Accounting for Income Taxes

We are a development stage company with accumulated deficits through December 31, 2007 of $692,597. We plan to use our net operating loss carryforwards to offset our future taxable net income until the accumulated net operating losses are exhausted.

Contractual Obligations

The following table sets forth information, as of February 26, 2008, with respect to our known contractual obligations as of such date:

(i)The outstanding Bridge Loan Debenture dated December 14, 2006 in the original principal amount of $172,500 with Fountainhead Capital Partners Limited, which may be converted into approximately 1,876,300 shares of common stock.
(ii)A Warrant issued to Fountainhead Capital Partners Limited to Purchase 50.22 Membership Units of the Company (now 805,931 shares of our common stock) dated December 15, 2006 at $.50 per share.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

(iii)The investment opportunity granted under the Option Agreement with Fountainhead Capital Partners Limited dated December 14, 2006 granting an option to invest up to $1,850,000 within 3 years from December 14, 2006 in exchange for up to 5,182,012 shares of common stock and warrants to convert to 2,870,315 shares of common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

(iv)Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.
(v)Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting

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services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.
(vi)Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.
(vii)GC Advisors LLC is the holder of two warrants to purchase 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.
(viii)George Kivotidis is a holder of a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.
(ix)Martin Magida is a holder of a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.
(x)Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.
(xi)Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with us dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.
(xii)On April,13, 2007 and May 31, 2007, we entered into 6 month promissory notes with Optimus Services, each having a principal amount of $50,000
(xiii)On January 9, 2007, we entered into a promissory note with GC Advisors, which had a principal amount of $17,000, and matures on January 9, 2009.

Changes in Connection with Becoming a Public Company

As a public company, we expect that we will incur significant additional operating expenses such as increased audit fees, Sarbanes-Oxley compliance preparation fees, professional fees, directors’ and officers’ insurance costs, compensation for our board of directors, and expenses related to hiring additional personnel and expanding our administrative functions. Many of these expenses were not incurred or were incurred at a lower level by us as a private company and are not included in our prior results of operations. We began to incur certain of these expenses during fiscal 2007, and we expect that these expenses will continue to increase.

Lease Obligation

We lease office space on a short term basis at a rate of $1,750 per month which can be renewed on a minimum of 4-month term. Our present lease expires March 31, 2008. It is expected that we will renew the present space until August 2008 and take out additional office space, which will add an approximate $15,000 a month to our lease expenses.

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TABLE OF CONTENTSWarrants.

The following is a schedule of future minimum rental payments, included annual increases, required under the operating lease agreements:

 
Year Ending December 31, Amount
2008 $20,000 
2009  — 
2010  — 
2011  — 
2012  — 
Thereafter  — 
   $20,000 

Rent expense charged to operations under these operating lease aggregated $13,900 and $2,872 for the years ended December 31, 2007, and 2006, respectively. Rent expense charged to operations for the period from June 17, 2005 (Date of Inception) to December 31, 2007 was $16,772.

Patent Applications

We have filed the following patent applications:

Filing DateApplication No.CountryTitleStatus
June 22, 200560/692,959US — provisionalSurgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)Converted to PCT
June 22, 2006PCT/US06/24243PCTSurgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)Entered National Phase
June 22, 200511/155,175US — utilitySurgical Access Instruments for Use with
Delicate Tissues (Brain)		Pending
November 27, 2006PCT/US06/61246PCTSurgical Access Instruments for Use with
Delicate Tissues (Brain)		Pending — National Phase Entry on May 27, 2009
June 22, 2006CanadaSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 200606785312.7EuropeSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006IndiaSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006IsraelSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006JapanSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
December 20, 200711/993,280USSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending

Trademarks

VYCOR MEDICAL and VYCOR SAFESITE are both pending with the United States Patent Office. Before they are registered a Statement of Use needs to be filed.

Employment Agreements

We have entered into employment agreements with each of Heather N. Jensen, our President, and Kenneth T. Coviello, our Chief Executive Officer. Each of these agreements is dated as of January 1, 2008 and provides for an initial term of one year and renew annually unless terminated by either party. Such agreements provide for minimum salary levels as well as for equity incentives, fringe benefits, automobile allowance and incentive bonuses that are payable if specified management goals are attained.

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TABLE OF CONTENTS

Results of Operations

The following table presents the dollar amount and percentage of changes from period to period of the line-items included in our Statements of Operations for the years ended December 31, 2007 and 2006:

    
 Year Ended December 13,
   2007 2006 Increase/ (Decrease) %
Change
Revenue $2,565   —  $2,565   — 
Operating Expenses:
                    
Research and development $5,885  $158,823   ($152,938)   (96.29) 
General and administrative $454,071  $353,136  $100,935   28.58 
Total Expenses $459,956  $511,959   ($52,003)   10.16 
Operating loss  ($457,391)   ($511,959)   ($54,568)   10.66 
Other income (expense)  ($14,879)   —   ($14,879)   — 
Net loss  ($472,270)   ($511,959)  $36,689   6.73 

Comparison of the Year Ended December 31, 2007 to the Year Ended December 31, 2006

Revenue:

We recorded nominal revenues from the sale of its products in the year ended December 31, 2007 of $2,565. These are the first revenues recorded by us since our inception. To date, we have not had sufficient inventory to commence a meaningful product launch.

Research and Development Expenses:

Research and development expenses decreased by 96.29%, or $152,938 from $158,823 for the fiscal year ended December 31, 2006 to $5,885 for the fiscal year ended December 31, 2007. During 2007 the decrease was primarily attributed to lower engineering costs and less emphasis on product design.

General and Administrative Expenses:

General and administrative expenses increased by 28.58%, or $100,935 from $353,136 for the fiscal year ended December 31, 2006 to $454,071 for the fiscal year ended December 31, 2007. The increase was attributable to increased costs relating to raising additional capital, increase in salaries, rent and auto expenses.

Other Income (Expense):

We recorded interest income of $900 in the year ended December 31, 2007. No interest income had been recorded in prior periods.ITEM 7. SELLING STOCKHOLDERS

The following table sets forth our results of operations for the fiscal years ended December 31, 2007 and 2006 and for the period from the date of inception (June 17, 2005) through December 31, 2005:

   
 Year Ended December 31,
   2007 2006(2) 2005(1)(2)
Revenues:
               
Sales $2,565   —   — 
Operating expenses:
               
Research and development $5,885  $158,823  $103,122 
General and administrative $454,071  $353,136  $84,831 
Total Operating Expenses $459,956  $511,959  $187,953 
Operating loss  ($457,391)   ($511,959)   ($187,953) 
Other income (expense)
               
Interest expense (net)  ($14,879)   —   — 
Net loss  ($472,270)   ($511,959)   (187,953) 
Loss per common share – basic and diluted  ($0.03)   n/a   n/a 
Weighted average shares outstanding  18,197,352   n/a   n/a 

(1)period from the date of inception (June 17, 2005) through December 31, 2005
(2)In 2006 and 2005 the Company operated as a limited liability company

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Liquidity and Capital Resources

Liquidity

On December 14, 2006, we entered into Bridge Loan Facility (the “Bridge Loan Facility”) with Fountainhead. Pursuant to the terms of the Bridge Loan Facility, Fountainhead invested in the purchase of $172,500 of Convertible Debentures. The Convertible Debentures bear interest at the “Applicable Federal Rate” as defined in section 1274(d) of the Internal Revenue Code and are convertible into a number of shares of the Company’sCompany common stock equalissuable on the exercise of warrants beneficially owned, as of the date of this prospectus, by the selling stockholders prior to ten percent (10%)the offering contemplated by this prospectus, the number of our issuedshares which are issuable on the exercise of warrants beneficially owned by each selling stockholder which is being offered by this prospectus and outstandingthe number of shares which are issuable on the exercise of warrants beneficially owned which each selling stockholder would own beneficially if all such offered shares are sold.  None of the selling stockholders is known

16

to us to be a registered broker-dealer or an affiliate of a registered broker-dealer.  Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities.  Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.

               
 Name(1)  Shares of common stock
owned prior to the offering		  Shares of common stock
to be sold(2)		  Shares of common stock
owned after the offering		  Percentage of common stock
owned after this offering		 
 MKM Opportunity Master Fund, Limited  5,555,556  5,555,556  0  0.00%
 Andrew Mitchell  555,556  555,556  0  0.00%
 Matthew Balk  3,589,333  3,589,333  0  0.00%
 Daniel Balk  1,222,222  1,222,222  0  0.00%
 David Balk  1,222,222  1,222,222  0  0.00%
 Daniel Schneiderman  885,778  885,778  0  0.00%
 Jonathan Balk  555,556  555,556  0  0.00%
 Richard L. Hoffman  500,000  500,000  0  0.00%
 Robert I and Sandra S Neborsky Living Trust  2,222,222  2,222,222  0  0.00%
 Skriloff Family Irrevocable Trust for benefit of Samuel Skriloff  111,111  111,111  0  0.00%
 Skriloff Family Irrevocable Trust for benefit of Olivia Skriloff  111,111  111,111  0  0.00%
 Jason Adelman  2,771,556  2,771,556  0  0.00%
 Robert and Amy Bernstein  555,556  555,556  0  0.00%
 Dick F. Chase, Jr.  2,222,222  2,222,222  0  0.00%
 Boris and Alexandra Smirnov  2,222,222  2,222,222  0  0.00%
 Nadegda Kassatkina  2,222,222  2,222,222  0  0.00%
 Irina Pavlova  1,111,111  1,111,111  0  0.00%
 Jeffrey J and Jennifer S. Clayton  1,111,111  1,111,111  0  0.00%
 Greenbridge Capital Partners IV, L.L.C  1,666,667  1,666,667  0  0.00%
 Core Capital IV Trust  1,666,667  1,666,667  0  0.00%
 Rolant Investments Limited  6,666,667  6,666,667  0  0.00%
 David Wiener  1,111,111  1,111,111  0  0.00%
 One East Partners Opportunity L.P.  3,000,000  3,000,000  0  0.00%
 One East Partners Master L.P.  5,888,889  5,888,889  0  0.00%
 Narang Family Partnership, L.P.  555,556  555,556  0  0.00%
 Hugh Scott Campbell  222,222  222,222  0  0.00%
 Fraser Campbell  222,222  222,222  0  0.00%
 Sean Campbell  555,556  555,556  0  0.00%
 Dr. Wayne Fleischacker  4,444,444  4,444,444  0  0.00%
 Dr. Glenn Fleischacker  2,222,222  2,222,222  0  0.00%
 Jane Ellis  2,222,222  2,222,222  0  0.00%
 Duane Renfro  2,222,222  2,222,222  0  0.00%
 Guri Dauti  1,111,111  1,111,111  0  0.00%
 Matteo Joseph Rosselli  1,111,111  1,111,111  0  0.00%
 Sarah Benveniste  1,111,111  1,111,111  0  0.00%
 Steven Reichbach  1,111,111  1,111,111  0  0.00%
 Myles Wittenstein  2,222,222  2,222,222  0  0.00%

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 Name(1)  Shares of common stock
owned prior to the offering		  Shares of common stock
to be sold(2)		  Shares of common stock
owned after the offering		  Percentage of common stock
owned after this offering		 
 Neil Weiss  3,333,333  3,333,333  0  0.00%
 Randolf Kahn  1,111,111  1,111,111  0  0.00%
 Marc S Cohen  6,666,666  6,666,666  0  0.00%
 Millennium Capital Corporation  2,300,000  2,300,000  0  0.00%
 Ilex Investments, L.P.  4,444,444  4,444,444  0  0.00%
 Carol Tambor  1,111,111  1,111,111  0  0.00%
 Stephen Nicholas Bunzl  1,111,111  1,111,111  0  0.00%
 Jack Lens  1,111,111  1,111,111  0  0.00%
 Robert Crames  1,111,111  1,111,111  0  0.00%
 Sal & Kathryn DeMarco  555.556  555,556  0  0.00%
 Maurice Reissman  2,222,222  2,222,222  0  0.00%
 Dashka Solanky  444,445  444,445  0  0.00%
               
 Total  93,602,221  93,602,221  0  0.00%

(1)All shares are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling stockholders is provided as of August 31, 2011, based upon information provided by the selling stockholders or otherwise known to us.
(2)Assumes the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.

ITEM 8. PLAN OF DISTRIBUTION

We are registering the shares offered by this prospectus on behalf of the selling stockholders. The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock based uponor interests in shares of common stock received after the date of this prospectus from a post-money valuationselling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of $1,500,000. The Conversion Price is subjectany or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to adjustment based upon certain events which would result in a dilutionthe prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. To the extent any of the holder’s interest. The maturity dateselling stockholders gift, pledge or otherwise transfer the shares offered hereby, such transferees may offer and sell the shares from time to time under this prospectus, provided that this prospectus has been amended under Rule 424(b)(3) or other applicable provision of the convertible debentures has been extendedSecurities Act to December 31, 2008. include the name of such transferee in the list of selling stockholders under this prospectus. The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

•ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
•purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•an exchange distribution in accordance with the rules of the applicable exchange;
•privately negotiated transactions;
•short sales
•through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
•a combination of any such methods of sale; and
•any other method permitted pursuant to applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under

18

Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

In connection with the issuancesale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Convertible Debentures, we issued a Warrant to Fountainhead to purchase 1,876,300 shares at $.50 per share and entered into an Option Agreement whereby Fountainhead was given the option to purchase an additional 5,652,952 shares at approximately $.33 per shares together with Warrants to purchase an additional 1,320,000 shares at approximately $.44 per share. In consideration of Regent agreeing to invest $1,000,000common stock in the purchasecourse of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest inhedging the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

On August 28, 2007, we entered into a Subscription and Investment Agreement with David Salomon (“Salomon”). Under the terms of the Subscription and Investment Agreement, in exchange for a loan of $150,000 from Salomon, we issued a Convertible Promissory Note for $150,000, being the principal amount of the loan, and 150,000positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in lieuturn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of interest onone or more derivative securities which require the Convertible Promissory Note. delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Convertible Promissory Note was due and payable twelve (12) monthsaggregate proceeds to the selling stockholders from the datesale of the note. On February 15, 2008, Salomon agreed to convertcommon stock offered by them will be the Convertible Promissory Note to sharespurchase price of the Company’s common stock at a conversion rate of $.135 per share. In order to further induce Salomon into such conversion, we also issued Salomon an additional 100,000 shares of our common stock at the timeless discounts or commissions, if any. Each of the conversion.

On April 13, 2007selling stockholders reserves the right to accept and, May 31, 2007, we entered into 6 month promissory notestogether with Optimus Services, each having a principal amount of $50,000, On January 9, 2007, we entered into a promissory note with GC Advisors which has a principal amount of $17,000 and matures on January 9, 2009.

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreedtheir agents from time to invest $1,000,000time, to reject, in thewhole or in part, any proposed purchase of our Convertible Debentures — such investmentcommon stock to be made directly or through agents.

The selling stockholders also may resell all or a portion of the shares in two tranchesopen market transactions in reliance upon Rule 144 under the Securities Act of $500,000 each. In1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders might be, and any broker-dealers that act in connection with the investment by Regent, Fountainhead agreedsale of securities will be, deemed to make additional investments totaling $300,000 in two tranchesbe "underwriters" within the meaning of $150,000 each concurrent with the Regent investments. These Convertible Debentures have a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 5,652,954 shares to Regent and 3,017,409 shares to Fountainhead. At the same time, approximately 20 smaller investors agreed to invest an additional approximately $140,000 in the purchase of sharesSection 2(11) of the Company’s common stock at approximately $.19 per share. The Bridge Loan FacilitySecurities Act, and any commissions received by such broker-dealers and any profit on the Regent and subsequent Fountainhead Convertible Debentures are all secured by a first security interest in allresale of the assets ofsecurities sold by them while acting as principals will be deemed to be underwriting discounts or commissions under the Company.Securities Act.  Each selling stockholder has represented and warranted to the company that it does not have any agreement or understanding, directly or indirectly with any person to distribute shares.

In connection withTo the investments by Regent, Fountainhead and Concordia and consultancy services provided, we agreed to issue a total of 523,747extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M's prohibition on purchases may include purchases to cover short positions by the selling stockholders, and a selling stockholder's failure to cover a short position at a lender's request and subsequent purchases by the lender in the open market of shares to cover such short positions, may be deemed to constitute an inducement to buy shares, which is prohibited by Regulation M.

We will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Concordia Groupselling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have advised the selling stockholders that if a particular offer of shares is to be made on terms constituting a material change from the information described under a final prospectus, then, to the extent required, a supplement to the final prospectus must be distributed setting forth the terms and 523,747related information as required.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We agreed to keep this prospectus effective until the earlier of (i) the date that is two years following the date that the registration statement, of which this prospectus forms a part, is declared effective by the SEC; or (ii) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume limitations by reason of Rule 144(e) under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

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ITEM 9. DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 1,500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board.  As of August 31, 2011, there were 805,647,246 shares of common stock and 63.8 shares of preferred stock issued and outstanding.

Common Stock

Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights.  Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to any dividends that may be declared by our board.  Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding.  Holders of our common stock have no preemptive rights to purchase shares of our stock.  The shares of our common stock are not subject to Sichenzia, Ross Friedmanany redemption provisions and Ference, LLP. Pursuant to the engagement letter with the The Concordia Group dated January 18, 2008, in the event The Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to The Concordia Group an additional 523,747are not convertible into any other shares of our capital stock.  All outstanding shares of our common stock.

On March 10, 2008, we sold 263,158stock are, and the shares of common stock to George Kivotidisbe issued in the offering will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock

Our board may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval. Subject to the provisions of our certificate of incorporation and limitations prescribed by law, our board is authorized to adopt resolutions to issue shares, establish the number of shares, change the number of shares constituting any series, and provide or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our preferred stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote by our stockholders. One of the effects of undesignated preferred stock may be to enable our board to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The issuance of preferred stock may adversely affect the rights of our common stockholders by, among other things:

•Restricting dividends on the common stock;
•diluting the voting power of the common stock;
•impairing the liquidation rights of the common stock; or
•delaying or preventing a change in control without further action by the stockholders.

Series C Convertible Preferred Stock

At this time, the only issued and outstanding preferred stock is 63.8 shares of Series C Convertible Preferred Stock. Each share of Series C Preferred Convertible Stock is convertible (at the Holder's option or mandatorily upon the occurrence of certain events) into 2,222,222 shares of the Company's Common Stock (at $0.0225 per share).

On June 7, 2011, the Company completed the sale of 31.4 Units comprising Series C Convertible Preferred Shares and Warrants (the "Units") to accredited investors (the "Investors") (the "Preferred Offering") for aggregate proceeds of $1,570,000. The Units were issued pursuant to separate Series C Convertible Preferred Stock Purchase Agreements (the "Agreements") between the Company and each of the Investors.  This sale was an initial closing (the "Initial Closing") under the Agreements which allows for maximum proceeds of $3,000,000. Each Unit was priced at $0.19$50,000 and comprised one share of Series C Preferred Convertible Stock convertible (at the Holder's option or mandatorily upon the occurrence of certain events) into 2,222,222 shares of the Company's Common Stock ($0.0225 per share) and a Warrant to purchase 1,111,111 shares of the Company's Common Stock at $0.03 per share (subject to adjustments) for a period of three years (the "Warrant" or "Warrants").  A total of 31.4 shares of Series C Convertible Preferred Stock convertible into 69,777,773 shares of the Company's Common Stock and Warrants to purchase 34,888,890 shares of the Company's Common Stock were issued.  On June 28, 2011, the Company completed a totalsecond closing of the Preferred Offering (the "Second Closing") with the sale of an additional 15.40 Units to Investors for aggregate proceeds of $770,000. An additional 15.40 shares of Series C Convertible Preferred Stock convertible into 34,222,220 shares of the common stock and Warrants to purchase price17,111,111 shares of $50,000.

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TABLE OF CONTENTS

We believe that our existing cash, cash equivalents and available borrowings will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for approximately 5 months. We cannot assure you that this will be the case or that our assumptions regarding sales and expenses underlying this belief will be accurate. We will need to seek additional funding through public or private financings or other arrangements during this period and thereafter. Adequate funds may not be available when needed or may not be available on terms favorable to us. If additional funds are raised by issuing equity securities, dilution to existing stockholders may result. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to fund additional interest expense. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Going Concern

Our independent auditors have added an explanatory paragraph to their auditCompany's common stock were issued in connection with the financial statements for the period ended December 31, 2007, relative to our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.Second Closing.  The Company has suffered net losses and as of December 31, 2007, its total liabilities exceeded its total assets by $692,597. We had an accumulated deficit of $692,597 incurred through such date and recordedentered into a loss of $472,270 forRegistration Rights Agreement with the fiscal year ended December 31, 2007. Because our auditors have issuedInvestors with respect to the Warrants. On August 4, 2011, the Company completed a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Off-Balance Sheet Arrangements

Asfinal closing of the endPreferred Offering (the "Final Closing") with the sale of fiscal 2007, we had no off-balance sheet arrangements, other than operating leases reported above under “Contractual Obligations”an additional 13.2 Units to Investors for aggregate proceeds of $660,000. An additional 13.2 shares of Series C Convertible Preferred Stock convertible into 29,333,330 shares of the Company's Common Stock and “Lease Obligation”.

Quantitative and Qualitative Disclosures About Market Risk

We are exposedWarrants to interest rate risks primarily through cash which we have on deposit from timepurchase

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14,666,665 shares of the Company's Common Stock were issued in connection with the Final Closing. An aggregate of 60 Units were sold to time. We currently do not hedge against interest rate risk.

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BUSINESS

Business Overview

We are a developer of neurological medical devices and areInvestors in the processFirst Closing, Second Closing and Final Closing of introducing our first seriesthe Preferred Offering for total proceeds of products$3,000,000. A total of 60 shares of Series C Convertible Preferred Stock were issued, convertible into an aggregate of 133,333,324 shares of Common Stock, and Warrants to purchase 66,666,666 shares of the Company's Common Stock. The Company entered into a Registration Rights Agreement with the Investors with respect to the marketplace.Warrants, and the Common Stock in respect of these Warrants are being registered hereunder.

We areBurnham Hill Partners LLC ("BHP") served as placement agent in connection with the sale of 24.8 Units in the process of conducting research, development, prototyping, and engineering work and produced three sizes for our first product series,Preferred Offering. Pursuant to a placement agent agreement with BHP, the VBAS. We are planningCompany paid BHP a cash placement fee equal to launch the VBAS product in the third quarter of 2008. The second product in our pipeline is the VCAS, which is scheduled for launch during the third quarter of 2009.

We have received FDA 510k approval for both our VBAS and VCAS products. Section 510(k)seven percent (7%) of the United States Food, Drug and Cosmetic Act requires medical device manufacturers to register withgross proceeds received by the FDA of their intent to market a medical device at least 90 days in advance. The 510(k) submission allows the FDA to determine whether a device is generally equivalent to similar one already on the market. With the FDA 510k approval, we are authorized to take our products to market in the U.S. without further approvals.

We have also received CE Marking for our products in September 2006 and are able to sell them in member countries of the EU. The European Medical Device Directive makes it mandatory to fulfill CE certification requirements in order to export medical devices, of Class I, IIa, IIb, and III to any country within the European community.

We believe that our VBAS and VCAS products will replace standard retraction devices to establish a new standard of care in neurosurgery, leading to a broad and rapid adoption of its products.

Corporate History

We were formed as a limited liability company under the laws of the State of New York on June 17, 2005 as “Vycor Medical LLC.”. On August 14, 2007, we converted into a Delaware corporation and changed our name to “Vycor Medical, Inc.”

Our Medical and Strategic Advisors

In order to assist us with the development of our plans, strategy and products, we have solicited the assistance of a few of our nation’s leading neurological surgeons as our medical advisors, namely:

Dr. Ezriel E. Kornel.  Dr. Kornel is President of the New York State Neurosurgical Society and a New York State Neurosurgical Society delegateCompany from Units placed by BHP. Also pursuant to the Congress of State Neurosurgical Societies. Dr. Kornel serves onplacement agent agreement, the Board of Directors of Medical Liability Mutual Insurance Company (MLMIC). He is Director of the Institute for Neuroscience at Northern Westchester Hospital, Mount Kisco, NY and a partner in the group practice, Neurosurgeons of New York in White Plains, NY.
Dr. David Langer.  Dr. Langer is the Director for Cerebrovascular Neurosurgery at St. Luke’s Roosevelt Hospital and is also the Assistant Professor of Neurological Surgery, Albert Einstein College of Medicine. Dr. David Langer is a graduate of the University of Pennsylvania and its medical school. He remained at Penn for his neurosurgical training, which he practiced under the direction of Eugene Flamm until 1998. Upon the completion of his residency he joined Dr. Flamm as his first neurovascular fellow at Beth Israel Medical Center and the Institute for Neurology and Neurosurgery (INN). Dr. Langer’s clinical interests include neurovascular surgery including arteriovenous malformations, aneurysms and carotid artery disease as well as complex spinal disorders and brain tumors. Dr. Langer is the author of many papers and chapters in and has lectured nationally and internationally onissued BHP Warrants (the "Placement Agent Warrants") to purchase a number of topics in neurosurgery.
Dr. Donald O’Rourke.  Dr. O’Rourke is a renowned expertshares equal to seven percent (7%) of the number of shares of common stock issuable upon conversion of the 24.8 Units placed by BHP (3,857,778 shares) in the clinical managementPreferred Offering. The Placement Agent Warrants are exercisable for three years from the date of patients with primaryissuance at an exercise price of $0.0225 per share, and metastatic brain tumors. He is currentlythe shares of Common Stock in respect of these Warrants are being registered hereunder.

On August 26, 2011, the Company completed a new sale of 3.8 Units comprising Series C Convertible Preferred Shares and Warrants (the "Units") to an associate professoraccredited investor (the "Investor") (the " New Preferred Offering") for aggregate proceeds of $190,000. Each Unit was priced at $50,000 and comprised one share of Series C Preferred Convertible Stock convertible (at the HospitalHolder's option or mandatorily upon the occurrence of certain events) into 2,222,222 shares of the University of PennsylvaniaCompany's Common Stock ($0.0225 per share) and was the former chief of neurosurgerya Warrant to purchase 1,111,111 shares of the Penn-affiliated Philadelphia Veterans Hospital. In addition, Dr. O'Rourke is Principal InvestigatorCompany's Common Stock at $0.03 per share (subject to adjustments) for a period of an independent

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research laboratory that is funded by The National Institutes of Health and is dedicated to the development of genetic and biological treatments for brain tumors that would complement surgical resection. Dr. O'Rourke received his undergraduate degree from Harvard University and his medical degree and neurosurgical training at the University of Pennsylvania School of Medicine.
Dr. Piero Andrea Oppidothree years (the "Warrant" or "Warrants"). Dr. Oppido is one of the leading surgeons at the National Cancer Institute “Regina Elena” in Rome, Italy. Dr. Oppido’s specialty is neuroendoscopy. Dr. Oppido belongs to the Congress of Neurological Surgeons (CNS), the European Association for NeuroOncology (EANO). Dr. Oppido has presented at numerous congresses throughout Europe and the United States.

We have also appointed Mr. Steven Girgenti and Mr. Martin D. Magida as our strategic business advisors.

Mr. Girgenti is the Chairman and CEO of Ogilvy Healthworld, a one of the largest multinational healthcare communications companiesthat operates in 53 countries with over 1000 personnel on staff. Mr. Girgenti graduated from Columbia University in 1968 with a BS and received an MBA in 1973. He has worked in the pharmaceutical industry since 1968 for companies such as Bristol-Myers Squibb, Carter Wallace and DuPont, as well as advertising agencies that specialize in healthcare. During his career, Steve has held positions in marketing research, product management, new product planning and commercial development. Mr. Girgenti founded Healthworld in 1986 and now serves as Ogilvy Healthworld Chairman and Chief Executive Officer. He was also honored as the Entrepreneur of the Year by Ernst & Young and NASDAQ in 1999 and as the industry's Man of the Year in 2000.

Mr. Magida is the Managing Director of Tenwith Group, LLC. He joined Trenwith in July 2006 from Sandhurst Capital, a merchant bank he founded in 2003. Prior to founding Sandhurst, he served as a Director in the Technology, Media and Telecommunications Investment Banking Group at Investec, Inc. after having been an Executive Director at UBS Warburg LLC and was responsible for that firm's Enterprise Hardware practice and East Coast semiconductor effort. Mr. Magida joined UBS Warburg in 2000 from Paine Webber's Investment Banking Division, where he was a Director in the Technology Group. From 1996 until January 1999, he was a Vice President at C.E. Unterberg, Towbin, an investment banking boutique specializing in technology and business services. Previously, he was a Vice President of Investment Banking at Josephthal &The Company and a Senior Corporate Finance Analyst at BDO Seidman. He began his career in the securities industry at Drexel Burnham Lambert in 1983 and has served on the board of Misonix, Inc., a publicly traded medical device company. Mr. Magida was a co-founder of the Sandhurst Collateralized Return Fund, renamed Whitecap Advisors, general partner to a hedge fund specializing in collateralized debt instruments. Mr. Magida holds a BA in Political Science from Union College and an MBA from New York University.

Dr. Kornel entered into a consulting agreementRegistration Rights Agreement with us on January 10, 2006. Pursuantthe Investor with respect to the consulting agreement, Dr. Kornel would, in consideration for acting as our consultant, be entitled to (i) receive clinical samples of our VBAS and VCAS products with a valued list price of $44,000 each, (ii) receive the first production piece at no charge of every new product he assists in development from feasibility to production release, (iii) have the option to have an idea processed through our “New Invention” procedure with no research and development expenses, (iv) have the potential to earn a 20% royalty for each part of a new product developed exclusively by him and launched for sale in the worldwide market upon meeting certain mutually agreed sales objectives and (v) be considered to provide to us special consulting or advisement services for certain projects for a mutually agreed upon fee. The term of the agreement is for three years. In further consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. Langer entered into an amended and restated consulting agreement with us on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer will (i) receive a compensation fee of $2,000 per month once we are fully-funded, (ii) options to acquire 320,960 shares of our common stock at a price of $.25 per share and further options in each calendar year to be determined by us, (iii) receive clinical samples of our VBAS and VCAS

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products with a valued list price of $44,000 each, (iv) receive the first production piece at no charge of every new product he assists in development from feasibility to production release, (v) have the option to have an idea processed through our “New Invention” procedure with no research and development expenses, (vi) have the potential to earn a 20% royalty for each part of a new product developed exclusively by him and launched for sale in the worldwide market upon meeting certain mutually agreed sales objectives and (vii) be considered to provide to us special consulting or advisement services for certain projects for a mutually agreed upon fee. The agreement will terminate April 15, 2009.

Dr. O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of our common stock at $.50 per share.

Our Products

Our initial product applications for the retractor technology will be in neurological surgeries involving brain and spinal access.

We believe the main benefits of our VBAS and VCAS technology over current comparable products in the market include:

improved surgical outcomes (reducing potential surgeon and hospital liability), for example, decreased insertion tissue trauma, less need for readjustment during surgery and minimum interface surface pressures;
increased surgical site access;
superior field of vision and lighting;
more adaptable to minimally invasive surgery;
disposable product eliminates hospital based sterilization risks.

The VBAS and VCAS were invented by Dr. John Mangiardi. Dr. Mangiardi assigned the rights to the VBAS and VCAS to Sawmill Trust on September 17, 2005 pursuant to an assignment agreement on the same date. Sawmill Trust then, in turn, assigned the same rights to us on September 17, 2005 pursuant to another assignment agreement dated the same date.

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Brain Access System Products

The VBAS series of disposable products are used by the neurological surgeon to access the surgical site. This is done by inserting the VBAS through the brain tissue and then removing the VBAS introducer, leaving the remaining hollow working channel in place to provide the surgeon with access to the precise location desired for surgery.

[GRAPHIC MISSING]

The VBAS is available in multiple sizes and is a single-use product.

We believe that the VBAS offers the following advantages in addition to the advantages over current retractor and access technology mentioned above:

minimizes brain disruption during surgery by utilizing a tapered forward edge;
minimizes venous pressure in the brain;
reduces “target shift” yielding;
minimizes off site healthy tissue damage;
superior neuronavigational image guidance systems (“IGS”) performance;
integrates with the leading surgical IGS systems such as Medtronics® and BrainLab®;
allows for easier positioning during surgery;
potentially reduces damage to healthy brain tissue leading to shorter post-op recovery and reduced hospital stay;
allows direct surgical visualization of brain tissue via optically transparent construction; and
saves significant costs to hospital compared to traditional non-disposable retractors

The VBAS products have the potential to significantly reduce brain tissue trauma resulting from the currently used retractors and standard access procedures. First, the unique design of the product minimizes the size of the brain entry access necessary for surgical procedures, and in turn the amount of brain tissue exposed. For instance, a typical brain procedure involving the removal of a 7cm cystic astrocyctoma would result in an access site (corticotomy) of approximately 20mm. However, the same procedure that was performed utilizing the Company’s VBAS product required a corticotomy of only 2mm.

Furthermore, simple retractors currently in use require the surgical team to maintain the retracted surface typically by packing gauze around the access edges increasing movement and pressures over a greater portion of the brain and extending overall elapsed surgery times. The VBAS product eliminates this process, while providing better visibility for the surgeon and lower pressures on the retracted brain tissue.

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IGS Opportunity for VBAS

The VBAS product has the potential to significantly improve surgical acceptance and use of IGS (Image Guidance Systems) used in many surgeries, by addressing the two substantial IGS-related problems of target shiftingWarrants, and the lack of real-time retractor positioning data during procedures:

•Target Shifting

The normal surgical procedure utilizing standard retractorsCommon Stock in brain surgery require pulling away the healthy tissue to expose the targeted region of the brain located underneath. However, in many cases, the amount of pulling required causes the targeted area to shift away from what is shown on the IGS system. This target shifting then requires the surgeon to cause additional trauma to healthy tissue and spend additional time as shifted target area is located and the retractor is repositioned. The VBAS system is designed to minimize or eliminate target shift, as the elliptical shape of the product distributes relatively uniform pressure on the surrounding brain tissue.

•Real-Time Retractor Positioning Data

Current retractor technology is not well integrated with IGS systems. During insertion, the surgeon typically does not have real-time data to allow visualization of retractor insertion on the IGS monitor. The VBAS product line has been designed to adapt entirely to IGS systems, such that the use of a VBAS unit will allow the surgeon to see on the surgical monitor, in real-time, exactly where the retractor is in relation to critical brain structures and underlying pathologies. With the IGS enabled unit, the tip of the introducer is literally the “pointer” on the IGS system.

We plan on offering a version of all VBAS models that are IGS-enabled.

We believe that by helping make the IGS a more effective surgical system, the IGS manufacturers will have a powerful economic motivation to support the success of the VBAS product. Several major IGS manufacturers have expressed a high degree of interest in integrating the VBAS products into their IGS systems to potentially improve target accuracy.

VBAS Product Models

The VBAS products consists of two models initially, namely, TC-VBAS and EC-VBAS and any additional models in the future, each designed to allow the surgeon the choice for specific brain surgeries. Eachrespect of these models will be manufactured in various lengths to accommodate different depths for surgical access.

TC-VBAS

The TC-VBAS is intended to be used for transcortical brain surgeries. The series consist of eight disposable products, offered in two different port diameters of 17mm and 21mm and a choice of four lengths for each of 3, 5, 7 and 9cm.

EC-VBAS

The EC-VBAS is intended to be used for extracerebral brain surgeries. The series consist of four disposable products offered in a single port diameter and choice of four lengths: 3, 5, 7 and 9cm.

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Cervical Access Products

The VCAS of productsWarrants are used by the neurological surgeon to access the anterior cervical surgical site (the uppermost vertebrae located in the neck). This type of surgery is near very critical and delicate structures such as the larynx, esophagus and carotid artery. The shape of the VCAS with the introducer lets the surgeon carefully place the device and the unique anchor screws then safely hold the access channel in place during the procedure. The clear body of the retractor allows the surgeon to see the entire field both during the insertion process as well as throughout the surgical procedure.being registered hereunder

[GRAPHIC MISSING]

In addition to the advantages over current retractor technology, we believe the VCAS:

reduces the possibility of surrounding anatomic tissue damage, which include the trachea, esophagus, carotid artery, recurrent laryngeal and sympathetic nerve;
minimizes skin disruption with the utilization of tapered outward edges;
eliminate retractor induced electrocautery burn injuries because it is made with surgical grade plastic materials;
enables stable fixation (directly to the spinal column) in order to avoid accidental displacement and surrounding “tissue creep”; and
allows for direct visualization of underlying anatomic structures using optically clear plastic.

VCAS Product Models

The VCAS series consists of disposable products, each with a 20mm port opening, and a choice of two lengths for each of 3 and 5cm. The widths are able to accommodate from one to three levels of the cervical spine, from 26mm to 54mm. We are also evaluating a telescoping design that would reduce the number of sizes necessary and a version that incorporates a distractor.

New Products

Brain Retractors

Future plans include developing our second generation VBAS retractors. The research and development work will be conducted both in-house and with our contract manufacture, Lacey Manufacturing Company. We anticipate research and developing work starting in 2009 and estimate an initial research and development budget of $1,500,000 for 2009.

The new products will feature certain adjustable segments and will supplement, not replace, the existing product line. Other brain retractor development efforts include non-disposable versions as well as a custom order capability to accommodate special size or shape requests by surgeons.

Our plans are to eventually include retractor lines that are designed for the requirements of specific surgical applications like aneurisms, tumors and endoscopic work.

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Cervical Spinal Retractors

We are evaluating a series of products that will be sized for specific manufacturers’ plates and sold to them on an Original Equipment Manufacturing (“OEM”) or co-branded basis. The product will also incorporate an expandable diameter to allow for use in a greater variety of surgical cases.

Additional Applications of VBAS and VCAS Technology

We believe that our VBAS and VCAS technology can be easily adapted to advance retractor systems for use in other areas of the body. The key cross-applicable benefits of our technology are:

Promotes minimally invasive procedures from smallest possible entry incision
Uniform pressure distribution minimizes collateral tissue damage due to stress points
Eliminates “tissue creep” into the surgical field
Reduces the number of hand/instruments in the surgical field

The first two applications beyond neurosurgery that we intend to pursue are breast surgery and abdominal surgery retractors. We believe that key characteristics of the technology, visibility and minimal insertion trauma are significant advantages to the current applications in these surgical practices. The potential of these applications are compelling considering breast procedures alone, amounted to over 330,000 surgeries in 2004 (source: National Clearinghouse of Plastic Surgery Statistics through the American Society for Plastic Surgeons website,www.plasticsurgery.org).

Sales and Marketing

Education

We plan to implement a two-prong grass-roots educational and marketing strategy throughout the neurosurgeon community to accelerate product penetration and brand awareness.

The first is an individual outreach program targeting “thought leaders” surgeons by visiting with them at their practices and during conferences and trade shows.

The second involves targeted neurological “reference hospitals”.

Distribution Partners

Domestic Sales

For distribution in the United States, we are currently pursuing two possible parallel distribution models:

the direct sales model (utilizing a combination of an in-house sales force in conjunction with independent sales agents/distributors on a non-exclusive basis); and
the use of a large exclusive distribution partner.

We are considering several large device manufactures for United States pending the negotiation of the terms of distribution. In addition, we are currently conducting talks and evaluations with several distribution companies, ranging from large multi-divisional entities to smaller more focused entities.

We believe that the direct sales model in the United States would ultimately be more profitable allowing for higher margins for each device sold. We would also have direct access to a sales force that is already calling on the neurosurgical markets. However, it would require a somewhat greater amount of capital during the initial stages to help finance receivables, inventory levels, and collections. We have entered into several serious discussions with leading independent companies that would serve as the distributor and marking sales arm for the VBAS devices.

International Sales

We believe that our international sales will be optimized by using various distribution partners due to logistics and local variables. We have contacts abroad that represent some of the leading medical device distributors in the neurosurgical arenas. We intend to work out a mutually beneficial distribution agreement

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that covers the main points for distribution that include but are not limited to sales and marketing in respective territories, regulatory compliance, shipping, and guaranteed annual minimums. Our primary target markets are Europe and Canada for fiscal year 2008. During fiscal 2008, we intend to commence the regulatory approval process in the Japanese and Chinese markets as it is a lengthy process.

Reference Hospitals Program

As we continue to generate grass-root support among key neurosurgeon thought leaders, we will concurrently implement our Reference Hospital program.

We plan to initially work with three major national neurological surgical centers where management and consulting physicians will provide free samples initially and training sessions to help the surgeons learn about our products and become comfortable using them. These centers will provide surgeons with the opportunity to use our products in actual surgery and to observe others doing so.

The three neurological centers and their respective neurosurgeons are:

University of Pennsylvania School of Medicine — Dr. Donald O’Rourke, Associate Professor at the Hospital of the University of Pennsylvania
St. Luke’s Roosevelt Hospital — Dr. David Langer, Director of Cerebrovascular Neurosurgery
Northern Westchester Hospital — Dr. Ezriel Kornel, Director of the Institute for Neuroscience

Drs. Langer and Kornel are each head of neurosurgery at their respective institutions and have agreed to serve as our scientific consultants and sit on our Medical Advisory Board.

On September 15, 2006, we and St. Luke’s Roosevelt Hospital issued a joint press release announcing that St. Luke’s would serve as the our “teaching institute” Reference Hospital for our products. The initial surgeries using the VBAS products are currently in the process of being scheduled.

Each of our initial reference hospitals has dozens of affiliated neurosurgeons who perform thousands procedures each year. For example, we understand that surgeons affiliated with St. Luke’s Roosevelt Hospital perform approximately 1,500 operations each year in the hospital’s four dedicated neuro-operatories. In effect, the references hospitals, and later the IGS reference hospitals as described below, should provide a significant pool of surgeons from which we can further expand our reach to.

We believe that these centers will allow us to:

build market demand with multi-institution exposure
document independent surgical experiences that will help secure superior terms from distribution partners
provide product exposure for practitioners in actual surgeries
provide data that will be used to establish product superiority claims for marketing
help finance our growth through enhanced sales

Image-Guided Surgery (IGS) Reference Hospitals

Following the establishment of the initial Reference Hospitals, we will expand the Reference Hospital Program to include additional hospitals with a focus on the integration between our VBAS products and IGS systems.

In addition to the objectives of the initial reference hospitals, this effort will attempt to document how the VBAS can provide superior results in combination with IGS during neurosurgical procedures.

Similar to the reference hospitals described above, at each of the IGS reference hospitals, management and consulting physicians will provide samples and training sessions to help the surgeons learn about our products and become comfortable using them with a particular emphasis on IGS applications.

We plan to leverage our relationships at each of these institutions to support the growth of products in the development pipelines, as well as a nexus for the creation of additional growth initiatives.

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Individual Outreach

We will also reach out to individual neurosurgeons both through conferences/trade events and by visiting surgeons, particularly influential leaders within various geographies, directly at their practices.

At the conferences and trade events, our plan will be to present reference hospital data to distributors and neurosurgeons, and recruit additional facilities to serve as future reference hospitals and IGS centers.

Manufacture

We are currently in the midst of discussions with the Lacey Manufacturing Company of Bridgeport, Connecticut (“Lacey”) to provide a full range of engineering, contract manufacturing and logistical support for our products.

Lacey is a recognized leader in the medical contract manufacturing sector, providing full service vertically integrated FDA, ISO 9001/2000, 13485/2003 European Medical and 14001/2004 Environmental Certified Contract Manufacturer of finished assemblies, subassemblies and precision components.

With more than 80 years of experience, Lacey provides quality, comprehensive turnkey-manufacturing services for medical devices. Lacey is a subsidiary of the German based Schaeffer Group.

Lacey has completed the design, fabrication and testing of three VBAS product models (of eight in total), and has produced a total of 150 retractors for use in our reference hospitals.

Lacey will be responsible for sourcing and procuring raw materials to manufacture our products. We believe that Lacey will not have any difficulty in sourcing for raw materials to manufacture our products because they are readily available from variety of sources in the medical devices marketplace.

There can be no assurances that we will be able to reach an agreement or that the terms will be as favorable as we anticipate. We are dependent upon their commencing manufacture of our products in accordance with our specifications and delivering them on a timely basis in order to realize our business plan. They can however no assurances that this will be the case. (See“Risk Factors — “We are dependent on a key vendor to manufacture our products”)

Market Analysis

The market for our VBAS and VCAS product lines will be the neurosurgical community.

According to the World Health Organization’s 2004 Neurology Atlas, there are approximately 33,193 practicing neurological surgeons worldwide as follows:

World Neurosurgeons

[GRAPHIC MISSING]

As practicing neurosurgeons become familiar with the benefits of our brain and anterior cervical products, we believe that we will gain market share as these surgeons utilize the VBAS and VCAS products in their surgeries.

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According to the American Association of Neurological Surgeons, in 1999 there were approximately 175,428 cranial procedures performed in the United States of America.

According to the CDC, approximately 225,000 anterior cervical procedures were performed in 1999. We conservatively estimate the procedure growth rate to track the year-over-year increase in population of approximately 3%. It would however be reasonable to assume that with the ageing baby boomer population cohort, the growth rate in surgeries utilizing VCAS would grow at a much higher rate.

To be conservative, we have estimated that the addressable international market over the next five years will be from 20% to 25% larger than the corresponding U.S. market.

Competition

Brain Retractors

We believe that there are very few medical device companies focusing on brain retractor technology. Consequently, we believe that the current standard of care in brain retractors has not changed much since their fundamental design from the 1920s.

We believe that most of the more recent advancements have focused on adding technology to this type of retractor such as pressure monitoring devices and various types of plastic or silicone coating so that retraction injury might be limited. Other advancements have included variations in the metals of the retractors, some of these being relatively soft as compared to previous iterations, in an attempt to limit retraction injury.

We believe that the VBAS products represent a quantum leap over existing products, and will supplant the competition to become the new standard of care for brain retractor systems.

With VBAS, the edges found on standard retractors have been eliminated, the local surface pressure minimized due to the increased surface area of the elliptical surfaces, and the need to pull in any single direction has been removed. The plastic material is optically clear, allowing the surgeon to see the retracted brain tissue. Finally, the VBAS system is multifunctional, as it is capable of becoming the “pointer” for use with a computerized neuro-navigational “IGS” system.

The current major manufacturers of brain retractors, and accordingly, our competitors are:

Cardinal Health (V. Mueller line)
Aesculap
Integra Life Science
Codman

In addition to the standard “blade retractors” distributed by the companies listed above, Medtronic distributes the MetRx dilating retractor system for use in lower spinal surgery.

Cervical Retractors

The VCAS is designed to provide superior visibility and we believe, reduced chance for complications during surgery by eliminating the sharp edges found in traditional retractors that often move inadvertently during surgery. While there has been greater advancement in cervical retractor technology compared to brain retractors, we believe that our VCAS products offer superior performance compared to our competitors.

Our main competitors are Medtronic’s MetRx system, Asculap/B. Braun and Cloward Instruments’ Small and Large Cervical Retractor Systems.

In addition companies such as Endius and EBI have announced cervical retractor systems.

Our Competitive Edge

While advances in brain and spinal surgery have been at the leading edge of technological development over the last 20 years, access system (retractor) technology has garnered limited attention from developers. Few design changes have been developed in these areas, especially with regard to brain access technology,

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which has changed little in over 70 years. We are not aware of any other company investing significant resources in brain retractor technology or that is developing cervical access technology ours or that will be competitive with our products.

We believe that our access technology is unique, representing the first fundamental design change in over 70 years in brain surgery, and over 30 years in anterior spinal surgery. We also believe that our products offer a superior alternative to currently available products.

Our goal and belief are that our products and technology will establish a new standard of care, which will allow us to capture significant market share, maintain sizable gross margins and establish a significant and defensible market position.

Major Customers

We are pursuing a parallel path for distribution opportunities of our products. We have been looking into a direct sales model, a direct U.S. with an independent distribution model on an international basis, and a global distribution model.

Presently, we are leaning towards a direct sales model which will use approximately 15 independent companies in the U.S. that are each specialized in neurosurgery and that would handle the direct distribution of our VBAS through their own sales representatives. We anticipate that our customers will be the customers of these sales representatives.

Intellectual Property

Patent Applications

Below is a table setting out the status and particulars of our patent applications:

Filing DateApplication No.CountryTitleStatus
June 22, 200560/692,959US — provisionalSurgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)Converted to PCT
June 22, 2006PCT/US06/24243PCTSurgical Access Instruments for Use with Spinal or Orthopedic Surgery (Cervical)Entered National Phase
June 22, 200511/155,175US — utilitySurgical Access Instruments for Use with Delicate Tissues (Brain)Pending
November 27, 2006PCT/US06/61246PCTSurgical Access Instruments for Use with Delicate Tissues (Brain)Pending — National Phase Entry on May 27, 2009
June 22, 2006CanadaSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 200606785312.7EuropeSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006IndiaSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006IsraelSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
June 22, 2006JapanSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending
December 20, 200711/993,280USSurgical Access Instruments for Use with Spinal or Orthopedic SurgeryPending

Trademarks

VYCOR MEDICAL and VYCOR SAFESITE are both pending in the United States Patent and Trademark Office. Before they are registered, a Statement of Use needs to be filed.

Insurance

We presently have only Directors’ and Officers’ Liability Insurance. We plan to purchase product liability insurance when we start selling our products.

Government Regulations

We are committed to an integrated total quality management system. We have completed the necessary procedures and are certified to the ISO standards expected of medical device manufacturers as follows:

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ISO 13485:2003 Medial Devices — Quality Management Systems

The certification of a quality management system to ISO 13485, specifically for medical devices, is advantageous and often essential for medical companies to export their products to the global market, as well as maintain and enter into certain agreements and business growth opportunities within the U.S. For example, Canada requires that medical device manufacturers marketing their products in Canada must have a quality system certified to ISO 13485:2003. The certification is also required for placement of branded devices into the European Union.

We have successfully passed our annual surveillance audit by Intertek and now possess the following ISO certifications, which allow for regulatory entry of our products into the US, Canada, the European Union and other international markets:

MDD ANNEX V/ISO CMDCAS 13485:2003, CERTIFICATION AUDIT, MDD CERTIFICATION AUDIT.
MDD ANNEX V/ ISO 13485:2003 CERTIFICATION
CMDCAS CERTIFICATION for Canada
EN ISO 13485:2003 for the European Union

Intertek is the leading international provider of quality and safety services to a wide range of global and local industries.

Employees

We current have two full-time employees, namely Mr. Kenneth Coviello, our Chief Executive Officer and Ms. Heather Jensen, our President.

PROPERTIES

We are located at 80 Orville Dr., Suite 100, Bohemia, NY 11716. We occupy approximately 400 square ft. in a well maintained 2 story office building. The space is leased on a short term arrangement for a 4 month period, which expires March 31, 2008. We can arrange for a longer term lease if desired. The office management company, Regus HQ Global Workplace, provides a receptionist and conference room on a shared basis with other tenants in the building. The monthly cost of the current space is approximately $1,750 plus administrative fees.

Over the next six months, as we grow and add personnel, the current space will not be adequate and we will have to arrange for additional space in the same building or another. It is anticipated that we will lease approximately 1,500 square feet in the near future and vacate the current office. Monthly lease expenses are expected to be approximately $3,500 per month.

Currently, we own 2 personal computers, a copier and 2 laptops which are used in the office or for business travel. We have molds, tools and dies to produce three sizes of our VBAS. All molds, tools, dies, stamping equipment are maintained at the Lacey facilities. This equipment is less than 2 years old and in good condition.

LEGAL PROCEEDINGS

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker immediately following the completion of the offering and apply to have the sharesMarket Information

Beginning on March 30, 2009, our Common Stock was quoted on the OTC Electronic Bulletin Board (OTCBB)under the symbol "VYCO".

The OTCBB is a regulated quotation service that displays real-time quotes, last salefollowing table shows the high and low prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotationof our common shares on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permittedOTC Bulletin Board for each quarter since our common stock began to begin

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quotation of a security whose issuer does not meet this filing requirement. Securities already quotedtrade on the OTCBBOTC Bulletin Board in March 2009. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

               
 Period     High     Low 
 March 30, 2009-June 30, 2009     $0.35     $0.33 
 July 1, 2009-September 30, 2009     $0.33     $0.01 
 October 1, 2009-December 31, 2009     $0.07     $0.01 
 January 1, 2010-March 31, 2010     $0.15     $0.04 
 April 1, 2010-June 30, 2010     $0.06     $0.01 
 July 1, 2010-September 30, 2010     $0.03     $0.01 
 October 1, 2010-December 31, 2010     $0.04     $0.01 
 January 1, 2011-March 31, 2011     $0.03     $0.015 
 April 1, 2011-June 30, 2011     $0.048     $0.019 

The market price of our common stock, like that become delinquentof other technology companies, is highly volatile and is subject to fluctuations in their required filings willresponse to variations in operating results, announcements of technological innovations or new products, or other events or factors. Our stock price may also be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee thataffected by broader market trends unrelated to our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between us or anyone acting on our behalf with any market maker regarding participation in a future trading market for our securities.performance.

Holders

As of the dateAugust 31, 2011, there were approximately 90 record holders of this filing,our common stock and there is nowere 805,647,246 shares of our common stock outstanding. No public market currently exists for our securities. There has been no public tradingshares of our securities, and, therefore, no high and low bid pricing.

Holders of Our Common Stock

As of the date of this prospectus we have 50 shareholders of record.

Dividends

Since our incorporation, no dividends have been paid on our common stock. We intend to retainapply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.  Please see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT for information related to the holdings of certain beneficial owners and management of the Company.

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Transfer Agent and Registrar

Our transfer agent is Corporate Stock Transfer, Inc., 3200 Cherry Creek Dr. South, Suite 430, Denver, CO 80209, tel. (303) 282-4800.

Dividend Policy

We have never paid any earnings for use in our business activities, so it is not expected that anycash dividends on our common stock will be declaredCommon Stock and paiddo not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

Debentures

On December 14, 2006, we issued We intend to Fountainhead a Bridge Loan Debenture for the original principal amountretain future earnings to fund ongoing operations and future capital requirements of $172,500, which mayour business. Any future determination to pay cash dividends will be converted, at the option of Fountainhead to 1,876,300 shares of our common stock. The Bridge Loan Debenture has a maturity date of February 15, 2009.

On February 14, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These investments are evidenced by Convertible Debentures with a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 8,129,529 shares to Regent and 2,438,859 shares to Fountainhead.

Warrants

We issued a warrant to Fountainhead to Purchase 50.22 Membership Unitsdiscretion of the Company (now 805,931 sharesBoard of our shares of common stock) dated December 15, 2006 at $.50 per share.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stockDirectors and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

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In consideration for purchasing our stock of common shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Options

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with the Company dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts and sales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

Registration Rights

On February 14, 2008, we entered into a Convertible Debenture Purchase Agreement with Regent Private, whereby Regent agreed to invest a total of $1,000,000 in the purchase of our Convertible Debentures—such investment to be made in two tranches of $500,000 each. Also on February 15, 2008, we entered into a Convertible Debenture Purchase Agreement with Fountainhead, whereby Fountainhead agreed to invest a total of $300,000 in the purchase of our Convertible Debentures – such investment to be made in two tranches of $150,000 each. As of the date of this Registration Statement, both Regent and Fountainhead had invested $500,000 and $150,000 respectively pursuant to the said Convertible Debenture Purchase Agreements.

Pursuant to the said agreements, we agreed to file a registration statement on Form S-1, SB-2, or other applicable form (“Registration Statement”), with the SEC, which Registration Statement shall register for sale

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all common stock which may be issuable upon conversion of the Regent and Fountainhead debentures. We will thereafter use our commercially reasonable efforts to have such registration statement declared effective by the SEC within one hundred eighty (180) days from the date thereof. For purposes thereof, we will be deemed to be usingdependent upon our “commercially reasonable efforts”, provided we fully and appropriately respond to all comments from the SEC within ten (10) business daysfinancial condition, results of receipt thereof without any undue hardship or unreasonable expenses, and diligently continue to seek effectiveness of such registration statement. Further, we shall take such action to have the Registration Statement declared effective by the SEC within three (3) business days following written confirmation from the SEC that it either will not review the Registration Statement or that it has no further comment on the Registration Statement. We shall not be in breach of our obligation to file and render effective the Registration Statement for any delay arising from (i) issues raised by the SEC relating to Rule 415 of the Securities Act, as amended, or to the structure of the sale and resale of the shares, (ii) information required from person or entities other than the Company, or (iii) issues resulting from or relating to acts or omissions of persons or entities other than the Company.

Subsequent to the dates of these transactions, both Fountainhead and Regent agreed to allow us to register less than all of the shares of common stock issuable under the Regent Debenture and the Fountainhead Debenture. Instead, we have agreed to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Rule 144 Shares

After February 15, 2008, a person who has beneficially owned shares of a company’s common stock for at least six months is entitled to sell within any three month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding which, in our case, would equal approximately 219,946 shares of our common stock as of the date of this prospectus.

Consequently, as of March 12, 2008 there are approximately 17,999,998 shares of our common stock held by 25 shareholders of record which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.

Sales under Rule 144 are also subject to manner of sale provisions and noticeoperations, capital requirements and tosuch other factors as the availabilityBoard of current public information about the company. Under Rule 144(b), a person who is not one of the company’s affiliates at any time during the three months preceding a sale,Directors deems relevant.

The Securities Enforcement and who has beneficially owned the shares proposed to be sold for at least one year, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Penny Stock Rules

Reform Act of 1990

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

contains a description of the nature and level of risk in the market for penny stock

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•contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
•contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
•contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
•contains a toll-free telephone number for inquiries on disciplinary actions;
•defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
•contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

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contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;
contains a toll-free telephone number for inquiries on disciplinary actions;
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

the compensation of the broker-dealer and its salesperson in the transaction;
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
monthly account statements showing the market value of each penny stock held in the customer's account.
•the bid and offer quotations for the penny stock;
•the compensation of the broker-dealer and its salesperson in the transaction;
•the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
•monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions

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involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Equity Compensation Plan Information

Stock Option Plan

The Company adopted the Vycor Medical, Inc Employee, Director, and Consultant Stock Plan (the "Plan") as of February 13, 2008. The Plan provides for both incentive stock options and nonqualified stock options to be granted to employees, officers, consultants, independent contractors, directors and affiliates of the Company.   The board of directors establishes the terms and conditions of all stock option grants, subject to the Plan and applicable provisions of the Internal Revenue Code.  Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date.  The options granted to participants owning more than 10% of the Company's outstanding voting stock must be granted at an exercise price not less than 110% of the fair market value of the common stock on the grant date.  The options expire on the date determined by the board of directors, but may not extend mare than 10 years from the grant date, while incentive stock options granted to participants owning more than 10% of the Company's outstanding voting stock expire five years from the grant date. The vesting period for employees is generally over three years.  The vesting Period for non-employees is determined based on the services being provided. The maximum number of shares of stock which may be delivered under the plan shall automatically increase by a number sufficient to cause the number of shares covered by the plan to equal 10% of the total number of shares of stock then outstanding on a fully diluted basis.

Under ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant date fair value is recognized over the option vesting period, the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis.  Initial grants of options to purchase 500,000 shares were issued under the Plan on February 13, 2008 to each of Kenneth T. Coviello, the Company's Chief Executive Officer and Heather N. Vinas, the Company's then President at an exercise price of $0.135 per share.  The options vested 33-1/3% on each of the first, second, and third anniversary of the grant and expire February 12, 2018. Following Heather Vinas' resignation as President of the Company in May 2010, 166,667 unvested options were cancelled.

Stock appreciation rights may be granted either on a stand-alone basis or in conjunction with all or part of any other stock options granted under the plan.  As of August 9, 2011 there were no awards of any stock appreciation rights.

Reports

We will becomeare subject to certain filingreporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant,accountants, and will furnish un-auditedunaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website,www.sec.gov. www.sec.gov.

ITEM 10. INTEREST OF NAMED EXPERT AND COUNSEL

The Law Offices of Robert L. B. Diener, 56 Laenani Street, Haiku, HI 96708 was retained for the purpose of preparing this registration statement, rendering the legal opinion, attached as an exhibit hereto, on the validity of the common stock to be issued pursuant to this Registration Statement and for an opinion letter to the auditor which was required to complete the audit enclosed herein. As payment for said service, the Law Office of Robert L. B. Diener was paid a total of $5,000.00. The Law Offices of Robert L. B. Diener is not receiving any contingent interest, fee or shares in the Company.

The Law Office of Robert L. B. Diener may be retained for additional legal services in the future at fees to be agreed upon.

The financial statements of Vycor Medical, Inc. as provided herein, have been audited by an independent public accountant firm approved by the Public Company Accounting Oversight Board. The audit firm that has provided the audited financials is Paritz & Co., P.A., 15 Warren St., Hackensack NJ 07601. Said firm has been paid the sum of $[amount] for the work performed to date.  Paritz & Co., P.A. is not receiving any contingent interest, fee or shares in the Company.

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ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT

Business Overview

1. Organizational History

We were formed as a limited liability company under the laws of the State of New York on June 17, 2005 as "Vycor Medical LLC". On August 14, 2007, we converted into a Delaware corporation and changed our name to "Vycor Medical, Inc." ("Vycor" or the "Company"). On November 29, 2010, Vycor, through its wholly-owned subsidiary NovaVision Acquisition, Inc., completed the acquisition of substantially all of the assets of the former NovaVision, Inc., a company that had been in the business of researching, developing and providing medical technologies to restore the vision of patients with neurological visual loss. Subsequent to the purchase, NovaVision Acquisition, Inc. changed its name to NovaVision, Inc. ("NovaVision").

2. Overview of Business

Vycor operates two distinct business units within the medical device industry: Vycor Medical (which operates as a division of the Company) and NovaVision. Vycor Medical is a medical device company that designs, develops and markets medical devices for use in neurosurgery. NovaVision develops non-invasive, computer-based visual neuro-stimulation therapy for patients suffering from vision field deficits resulting from neurological trauma such as stroke and traumatic brain injuries, as well as screening and diagnostic products. In addition to our existing products and products in development, we actively seek acquisition, joint ventures and in-licensing opportunities in the medical device and therapy fields which we believe are complementary and will add shareholder value.

Vycor Medical, Inc.

Introduction

Vycor Medical is a medical device company that designs, develops and markets medical devices for use in neurosurgery.  Vycor Medical is ISO 13485:2003 compliant, has U.S. Food and Drug Administration (“FDA”) 510(k) clearance for brain and spine self-retaining retractors used during surgeries, CE Marking for Europe and Canadian HPB licensing for sale in Canada of its brain access system.

Vycor Medical’s ViewSite Brain Access System (“VBAS”), is a neurosurgical access system which was commercially launched in November 2008. The VBAS addresses a market that has not changed materially in over 50 years in contrast to the numerous developments in most other neurosurgical technologies. VBAS has the potential to reduce brain tissue trauma when accessing deep brain targets.

In early stages of development is the Cervical Access System (“VCAS”), which requires further prototyping and successful market testing prior to commercialization. Like the VBAS, this product is also designed to allow the surgeon easy access to a desired target; in this case the VCAS allows the surgeon to gain access to the anterior cervical surgery site.

Vycor Medical has received FDA 510(k) clearance for its products, with which we are authorized to market our products in the U.S. without further approvals.

Viewsite Brain Access System (VBAS)

To access most surgical sites in the brain, surgeons usually need to remove part of the skull (craniotomy) and then separate (retract) the soft brain tissue to access the target site. The current standard of care utilizes a metal blade retractor (also known as a ribbon or blade retractor) to separate the tissue, and the retractor blades are attached to a head frame in order to apply tension to the tissue and maintain the opening.    

With the VBAS system, the surgeon makes an incision, inserts the clear, elliptical-shaped VBAS introducer through the brain tissue, and then removes the introducer and uses the clear hollow working channel to provide access to the precise location desired for surgery.

VBAS was designed to be used to access surgical sites in the brain in a minimally-invasive manner.  VBAS provides a minimally traumatic surgical corridor to most areas of the brain for the surgeon. With various sizes ranging from 12mm to 28mm, VBAS can be used for many types of procedures from “key hole” endoscopic surgery to removal of large tumors using standard instruments.  VBAS is compatible with Image Guidance Systems (“IGS”) and can be used with these neuro-navigation systems to accurately reach the target in the brain. This allows the surgeon real-time visualization of retractor positioning.

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The VBAS is a single-use product and is available in multiple sizes. The series consists of twelve disposable products, offered in four different port diameters of 12mm, 17mm, 21mm and 28 mm and a choice of three lengths for each of 3, 5, and 7cm. We intend to add additional models in the future.

Product Advantages

Management believes that VBAS has a number of advantages over standard blade or ribbon retractors:

•Less Invasive Procedure: The VBAS’ shape and minimal footprint enables the surgeon to access a specific target with a smaller incision, resulting in a smaller corticotomy and less disruption to surrounding tissues.  
•Reduction of Venous Pressure: Normal surgical procedures utilizing standard retractors require the pulling away of tissue to expose the target site. Current retractors have low surface areas and edges that in turn may lead to focal pressure on the delicate tissue of the brain. The lack of edges on the VBAS device,  and the way in which the elliptical introducer retracts the tissue reduces pressure on the tissue.
•Superior Field of View: Made of polished transparent polycarbonate, the VBAS increases a surgeon’s field of vision through a clear, visible and stable channel, allowing for continual monitoring of surrounding tissue and structures during surgery.
•More Accurate Navigation: The VBAS device when inserted into the brain retracts tissue as the surgeon navigates to the surgical site; standard retractors do not. The VBAS product when used with a navigational pointer allows the surgeon to see on the surgical monitor, in real-time, exactly where the retractor is in relation to critical brain structures and underlying pathologies. This helps the surgeon to accurately reach the target site with minimum healthy tissue trauma
•Minimizes target shift: When standard retractors are utilized to access the target site, they pull on the brain’s soft tissue. This may cause the target area to shift from the location shown on the navigational system. This shifting of the target requires the surgeon to spend time repositioning the retractors as they work towards re-locating the target, exposing the delicate tissue to additional potential pressure.  As a result of the VBAS’ elliptical shape there is even distribution of pressure and therefore less pulling of the tissue in one direction.
•Potential ability to address previously difficult or inoperable procedures: Through its design, VBAS potentially allows the surgeon to address previously difficult or inoperable conditions, such as tumors seated too deeply or very close to critical structures

Product shortcomings

Our products have a few shortcomings:

•As compared to existing blade retractors diameter of our device is fixed as opposed to variable which might give the surgeon less flexibility once he is at the desired location.
•The diameters and lengths of our devices are set to specific measurements, which may limit the surgeon to these specific sizes.
•Depending on the case, usage of a disposable product may be viewed as more costly and may not be accepted by our potential end users.
•Our device uses an ellipitical channel which potentially limits the working area compared to a round channel
•Certain procedures such as aneurysms require greater site access and therefore are less appropriate for VBAS’ minimal approach.

Because our products are relatively new to the market, there is no guarantee that any of the above mentioned features would prove effective and be useful by the end user, and the extent to which we are successful in achieving our objectives will be judged by the acceptance of the devices in the market.


Vycor Medical Product Pipeline

Brain Access and Related Products

We plan to develop additional Brain Access Systems shapes and sizes and we are also identifying other products that may be used in conjunction with our VBAS product.

We are developing an extension arm as a re-usable accessory that attaches to the VBAS device; this will enable easier connection to halo systems and other retractor systems on the market.

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Cervical Access Products

We will continue our preliminary development of Cervical Access System products which would be used by the surgeon to access the anterior cervical surgical site (the uppermost vertebrae located in the neck). While the Company has filed certain intellectual property applications with respect to this technology, such development is in early stage.

Market

We believe that approximately 30% of the 4,500 US neurosurgeons focus predominantly on craniotomies or cranial procedures that could potentially benefit from the VBAS product. Management believes that there are approximately 1,500 hospitals that represent the majority of its US target market.

Competition

Competing manufacturers of brain retractors include, among others, Cardinal Health, Aesculap, Integra Life Sciences, Codman (Division of Johnson & Johnson), Medtronic, Stryker and others.

Sales, Marketing and Customers

Vycor Medical is currently focusing its marketing efforts for VBAS on the US and Canada, China and Europe. Vycor Medical markets VBAS products to leading neurosurgeons and neurosurgery hospitals.  Our domestic distribution partners  are independent distributors that have existing relationships with neurosurgeons and target hospitals serving approximately 75% of the U.S. population.

Our European distribution partners focus on the neurosurgery markets in Spain, Italy, Belgium, Scandinavia, Switzerland and the U.K.  We have also entered into a distribution agreement for VBAS with a Chinese distributor, however we must receive SFDA clearance before commencing sales in China. Vycor Medical has filed for, but not yet received such SFDA approval. We are also undertaking the regulatory approval process in Australia and Japan.

In the US Vycor Medical sells to stocking regional distributors and direct to hospitals through independent representatives. Management believes that its products currently are being utilized in approximately 80 hospitals in the United States and currently being evaluated in a further 40 hospitals.

Manufacturing

Vycor Medical has executed agreements with Lacey Manufacturing Company of Bridgeport, CT ("Lacey") and C&J Industries of Meadville, PA ("C&J") to provide a full range of vertically integrated services for our products, including engineering, contract manufacturing and logistical support. Lacey and C&J are U.S. FDA-registered and meet ISO standards and certifications.

Intellectual Property

Patent Applications

Vycor Medical has an issued patent in China and a patent approved for grant in Russia, as well as 13 patent applications pending in the U.S. and internationally with respect to its technology.

Trademarks

VYCOR MEDICAL is a registered trademark and VIEWSITE is pending registration as a trademark with the United States Patent and Trademark Office.

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NovaVision, Inc.

Introduction

NovaVision provides a non-invasive, computer-based visual neuro-stimulation rehabilitation therapy called Vision Restoration Therapy ("VRT") for those patients suffering from visual field deficits as a result of neurological trauma. The Company also has some screening and diagnostic products. VRT is a patient-specific diagnostic and therapeutic platform that can potentially increase a patient's visual field and enable them to experience significant functional improvements. VRT is currently focused on visual deficits resulting from stroke and traumatic brain injuries. It is estimated that 15 to 20% of these patients experience a visual field deficit (VFD), reducing mobility and other activities of daily living (ADL). Patients with VFD often experience difficulties walking, are prone to bumping into foreign objects and may be unable to read or even see different foods on their plates. The result is a loss of self-confidence, decreased mobility, ADL difficulties and a lower quality of life. It is this sub-set of patients that is NovaVision's target market. In the US alone this target audience is estimated to be in excess of 800,000 treatable patient population. Management believes that VRT could ultimately be applied to other neurological causes of VFD.

Management believes that NovaVision is a leader in the field of neurologically-caused VFD rehabilitation in the U.S. and Europe with over 2,000 patients having been treated with VRT. The Company's therapy can be delivered to market through a variety of different channels - physicians, rehabilitation centers, therapy centers and direct-to-patient. NovaVision has a strong IP portfolio with 19 allowed, issued or granted patents and 17 pending patents..

NovaVision operates in the US and in Germany through NovaVision AG, its wholly-owned subsidiary and has received 510(k) clearance and CE Marking for VRT.

VRT Platform Technology

The platform technology is comprised of proprietary algorithms that generate patient-specific therapies enabling NovaVision's products to be used as both diagnostic and therapeutic tools. The platform technology generates light-based stimulus programs, beginning with a fixation point on a display screen. As the patient focuses on this fixation point, a series of light stimuli are delivered on the screen that are specific to the patient's visual field loss. Most stimuli are presented along the border of the patient's visual field loss and relayed directly to the brain using the optic nerve as a conduit.

For ophthalmic indications, the platform technology is incorporated into NovaVision's VRT product and the programmed light sequences stimulate the border zone between the "seeing" and "blind" visual fields. The diagnostic algorithm in the VRT product first maps the visual field and defines the areas of defect in patients suffering vision loss. The therapeutic algorithm in the VRT product is then specifically designed for each patient based upon the results of the diagnostic program and it repetitively challenges the visual cortex with multiple stimuli over the course of time.

VRT is performed over a six-month period twice a day for an hour total, six days a week. Most patients do not necessarily experience material benefits until the third month of treatment, although there have been a number of cases of faster improvement. During the initial months, patients may need ongoing encouragement so that they remain motivated to continue with the treatment regimen..

NovaVision currently delivers its program in the US through an integrated hardware/software package. The VRT device has a monitor and chinrest, along with a computer preloaded with the VRT software application, to ensure that the patient is optimally positioned to ensure maximum consistency and effectiveness of treatment.

The therapy requires a prescription by a licensed physician in the US. NovaVision markets VRT technology to active physicians; to date, approximately 500 prescribing physicians in the U.S. have registered with NovaVision.

Product shortcomings

VRT has a few shortcomings:

•There are certain conditions for which VRT may not be suitable, including: those with a light sensitive seizure disorder such as epilepsy; those with acute central nervous system or eye disease; those with significant cognitive difficulties that would preclude understanding the instructions or maintaining attention for the daily therapy sessions; and those with best corrected visual acuity worse than 20/200, and therefore with an inability to detect the stimuli reliably
•Results can vary significantly, and some patients who have been treated have had little to no improvement in their vision field.
•There may be side effects. The majority of patients who undergo VRT do not experience any noticeable side effects, though a small number of patients have reported infrequent headaches

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Marketing

NovaVision markets its therapy through physicians and directly to patients, whom it refers to physicians for consultation, prescription and diagnosis prior to undergoing therapy. Its screening and diagnostic products are marketed to physicians, medical and rehabilitation centers as well as academic institutions. NovaVision is in the process of finalizing a significantly enhanced marketing strategy which will entail increased sales and marketing expenditure.

Market

NovaVision's core VRT product addresses a currently largely unmet and substantial market. In the US alone management believes there are over 7 million stroke sufferers and 2.8 million TBI patients. It is estimated that this equates to a treatable patient population of approximately 800,000, increasing each year.

NovaVision Product Pipeline

Utilizing VRT's underlying technology, NovaVision has developed and commercialized related visual products for physicians. Management is in the advanced stages of development of a Class 1 screening device with an integrated head-mounted perimetry "HMP". Management believes its greatest advantage is its portability which enables it to be utilized in a number of situations where patients with a VFD may otherwise not be able to take a table mounted test.

Regulatory Matters

NovaVision's products are regulated in the U.S. by the FDA as Class U medical devices subject to 510(k) clearances, and in Europe NovaVision has CE Marking for VRT as a Class I device. NovaVision received its FDA 510(k) clearance for VRT specific to Stroke and TBI indications in 2003.

Intellectual Property

Patents

NovaVision maintains a portfolio of patent protection on its methods and apparatus in the form of issued patents and applications, both domestically and internationally. NovaVision has 19 allowed, issued or granted patents and 17 pending applications.

Trademarks

NovaVision maintains a portfolio of registered trademarks for NovaVision, NovaVision VRT and Vision Restoration Therapy amongst others, both in the US and internationally.

Manufacturing and Operations

NovaVision assembles and tests all of its medical devices within the Company's headquarters facility. NovaVision has an FDA Establishment Registration and the Company does not have any long-term contractual obligations with its vendors to purchase products from them, nor are suppliers contractually obligated to sell products to NovaVision.

LEGAL PROCEEDINGS

None

DESCRIPTION OF CONTENTSPROPERTY

SECURITIY OWNERSHIP

The Company leases approximately 14,000 sq. ft located at 3651 FAU Boulevard, Suite 300, Boca Raton, FL 33431 from Boca R & D Project 7, LLC for a basic rent of $8,500 plus sales tax per month. The term of the lease is twelve (12) months terminating November 30, 2011.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN BENEFICIAL OWNERS FINANCIAL CONDITION
AND MANAGEMENT

RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operation for the years ended December 31, 2010 and 2009 and the three and six month periods ended June 30, 2011 and 2010 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

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Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the "Risk Factors," "Cautionary Notice Regarding Forward-Looking Statements" and "Our Business" sections in this Form 8-K.  We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

Critical Accounting Policies and Estimates

Uses of estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management's estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying consolidated financial statements include management's estimate of the allowance for uncollectible accounts receivable, amortization of intangible assets, and the fair values of options and warrant included in the determination of debt discounts and share based compensation.

Going Concern

The Company's financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $1,983,822 for the year ended December 31, 2010, and the Company expects to continue to incur substantial additional losses in the future, including additional development costs, costs related to marketing and manufacturing expenses. The Company has incurred negative cash flows from operations since inception. As of December 31, 2010 the Company had a stockholders' equity of $88,714 and cash and cash equivalents of $127,081. The Company believes it would not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms. If adequate funds are not available, the Company may have to delay development or commercialization of products or technologies that the Company would otherwise seek to commercialize, or cease operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Research and Development

The Company expenses all research and development costs as incurred. For the years ended December 31, 2010 and 2009, the amounts charged to research and development expenses were $15,208 and $4,761, respectively.

Cash and cash equivalents

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Cash balances may at times exceed the FDIC insured limits. Cash also includes a US investment account in a money market backed by government securities up to 105% of the account balance. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash balances in Germany held at NovaVision AG at December 31, 2010 and 2009 includes $1,233 and $0, respectively.

Property and equipment

The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be between three and seven years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized

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Income taxes

The Company accounts for income taxes in accordance with the current authoritative guidance. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.

Patents and Other Intangible Assets

The Company capitalizes legal and related costs associated with the establishment and enhancement of patents for its products once patents have been applied for. Costs associated with the development of the patented item or processes are charged to research and development costs as incurred. The capitalized costs are amortized over the life of the patent. The Company reviews intangible assets on an annual basis using a present value, cash flow method based upon the authoritative guidance. Trademarks have an indefinite life and are reviewed annually by management for impairment in accordance with the authoritative guidance.

Revenue Recognition

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue when a completed contract for the sale exists, the product is invoiced and shipped to the customer. Vycor Medical does provide for product returns or warranty costs.

NovaVision generates revenues from various programs, therapy services and other sources such as government grants. Therapy services revenues represent fees from NovaVision's vision restoration therapy software, diagnostic software, medical devices, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision recognizes revenue for providing the vision restoration therapy as the Company's work effort is expended. NovaVision provides vision restoration therapy directly to patients. The typical vision restoration therapy consists of six modules, performed on average over 6 months in the U.S. and 10 months in Germany. A patient contract comprise set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

Research grants and other subsidies represent revenue from certain German government agencies to cover certain patients within an insurance group and also to reimburse NovaVision AG for certain payroll and other costs. The Company recognizes grant revenue when services or costs have been incurred which would entitle the Company to use the German government funds, and the grant requirements have been satisfied.

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

Accounts Receivable

The Company's accounts receivable are due from the hospitals and distributors in the case of Vycor Medical, and from patients directly therapy or physicians for diagnostic products in the case of NovaVision. Accounts receivable are due once products have been delivered or at the time the therapy is initiated; however, for NovaVision therapy patients sometimes credit is extended through various payment plans based on individual financial conditions, generally not to exceed the 9 or 10 month therapy period. The outstanding balances are stated net of an allowance for doubtful accounts. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, and the customer's ability to pay its obligations. The Company writes off accounts receivable when they become uncollectible.

Inventory

Inventories are comprised of Vycor Medical VBAS devices, components ancillary to NovaVision's medical device provided to patients and centers and diagnostic products, and are stated at the lower of cost or market, determined under the first-in, first-out method. The inventory is charged to cost of revenue at the time that a device is shipped to a customer or patient.

Foreign Currency

The Euro is the local currency of the country in which NovaVision AG conducts its operations and is considered the functional currency of this entity. All balance sheet amounts are translated to U.S. dollars using the U.S. exchange rate at the balance sheet date except for the equity section which is translated at historical rates. Operating statement amounts are translated

30

using an average exchange rate for the period of operations. Foreign currency translation effects are accumulated as part of the accumulated other comprehensive income (loss) and included in shareholders' (deficit) in the accompanying Consolidated Balance Sheet.

Educational marketing and advertising expenses

The Company may incur costs for the education of customers on the uses and benefits of its products. The Company will include education, marketing and advertising expense as a component of selling, general and administrative costs as such costs are incurred.

RESULTS OF OPERATIONS

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

Revenue and Gross Margin:

            
    2010
(restated)		  2009
(restated)		  % Change 
 Revenue:          
 Vycor Medical $307,582 $199,046  55%
 NovaVision $8,868 $-  NM 
   $316,450 $199,046  59%
 Cost of Revenue:          
 Vycor Medical $(47,607)$(22,482) 114%
 NovaVision $(1,130)$-  NM 
   $(48,737)$(22,482) 100%
 Gross Profit          
 Vycor Medical $259,975 $176,564  49%
 NovaVision $7,738 $-  NM 
   $267,713 $176,564  54%

Vycor Medical recorded revenue of $307,582 from the sale of its products in 2010, an increase of 55% over 2009. The increase in sales was attributable to greater penetration and usage of our product in hospitals in the United States both direct and through distributors, and increased sales internationally. Gross margin of 85% was achieved in 2010 compared to 89% for 2009. Gross margin is mostly a product of sale mix between US sales through distributors, US sales direct and international sales.

NovaVision recorded revenues of $8,868 for the period from November 30, 2010, the date of the acquisition of NovaVision, and gross margin of 87%. These revenues were all attributable to Germany.

Research and Development Expense:

Research and development expenses were $15,208 in 2010 compared to $4,761 for 2009.

Stock Compensation Expense:

Stock Compensation expense is a non-cash charge for share based compensation as the result of amortizing shares, warrants and options which have been issued by the Company over various periods. The charge 2010 was $381,718, a decrease of $33,742 over $415,460 in 2009.

General and Administrative Expenses:

General and administrative expenses increased by $851,749 to $1,537,456 for 2010 from $685,707 for 2009. Following the recapitalization transaction that closed on December 29, 2009 the board and management of Vycor has embarked on a period of heightened sales and marketing activity and engagement with distributors and hospital customers following a prolonged period of reduced activity in 2009 as a result of capital constraints. This has lead to an increase in the marketing-related costs of the Company. Vycor has also carried out a series of fundraisings since the closing of the recapitalization, which has resulted in additional cash and non-cash expenses.

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The increases for 2010 over 2009 are attributable to an increased level of: sales and marketing activity; personnel costs; fundraising fees and related costs and higher levels of professional and regulatory cost, as follows:

         
 Total G&A expenses for the year ended December 31, 2009    $685,707 
 Increase in marketing expenditure and travel costs     249,182 
 Increase in personnel costs     228,599 
 Increase in fundraising costs     72,500 
 Increase in accrued consulting fees     90,768 
 Increase in professional and regulatory costs     127,910 
 Increase in other operating expenses     82,790 
         
 Total G&A expenses year ended December 31, 2010    $1,537,456 

Interest Expense:

Interest expense comprises: interest expense on the Company's debt; and the amortization of the Beneficial Conversion Feature (BCF) recorded on certain of the Company's convertible debt. Net interest expense for 2010 was reduced by $202,528 to $45,874 from $248,402 for 2009, as a result of the extinguishment of certain debt and related BCF balances. The amortization of BCF was $0 in 2010, as compared to $145,302 in 2009.

Costs Associated with the Acquisition of NovaVision:

On November 30, 2010 Vycor acquired substantially all the assets of the former NovaVision, Inc., including the shares of NovaVision AG, out of bankruptcy, for total proceeds of $900,000. As required under ASC 805 the Company commissioned an independent appraisal of the assets acquired and has entered the assets into its consolidated accounts on the basis of this valuation. As a result, the Company generated goodwill on acquisition of $58,027 which has been written off as incurred.

The expenses of the transaction, which primarily comprised legal fees and audit fees in connection with the Form 8-K/A filed on February 14, 2010 amounted to $154,203.

Liquidity and Capital Resources

Liquidity

The following table sets forth certain information with respectshows cash flow and liquidity data for the periods ended December 31, 2010 and December 31, 2009:

            
    December 31, 2010
(restated)		  December 31, 2009
(restated)		  $ Change 
 Cash $127,081 $12,771 $114,310 
 Accounts receivable, inventory and other current assets  235,601  94,084  141,517 
 Total current liabilities  (2,064,980) (1,646,900) (418,080)
 Working capital (deficit) $(1,163,777)$(1,540,045)$(376,268)
 Cash provided by financing activities $2,489,500 $422,552 $2,066,948 

As of December 31, 2010 we had $127,081 cash, a working capital deficit of $1,163,777 and an accumulated deficit of $6,883,163. The Stockholders' equity at December 31, 2010 was $88,714, an improvement from a deficit of $1,245,940 at December 31, 2009. Debt at December 31, 2010 was $1,400,381, a change from $1,245,052 at December 31, 2009. Of this change, $794,019 was debt to finance the acquisition of NovaVision, resulting in a net debt reduction excluding the NovaVision acquisition of $638,690.

Our operating activities used $1,450,270 in cash for the year ended December 31, 2010. Aside from the increased operating expenses discussed above, the Company has significantly reduced Vycor Medical's accounts payable, from $336,942 in December 2009 to $80,906 in December 2010, acquired NovaVision for $900,000 and increased operating assets. This is accounted for as follows:

         
 Net cash loss adjusted for change in accrued interest    $(1,446,086)
 Reduction in Vycor Medical accounts payable     (242,011)
 Increase in accounts receivable and inventory     (36,124)
 Increase in accrued liabilities     294,306 
 Net Change in other assets and liabilities     (20,355)
      $(1,450,270)

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Comparison of the Three Months Ended June 30, 2011 to the beneficial ownershipThree Months Ended June 30, 2010

Results for the three months ended June 30, 2010 include adjustments to reflect of the effects of the restated financial statements included in the Company's Quarterly Report on Form 10-Q/A for the quarterly period ending June 30, 2010.

Revenue and Gross Margin:

            
    2011  2010  %
Change		 
 Revenue:          
 Vycor Medical $82,239 $74,817  10%
 NovaVision  60,092  -  NM 
 Total Revenue $142,331 $74,817  90%
 Cost of Revenue:          
 Vycor Medical  (21,349)$(6,184) 245%
 NovaVision  (13,843)$-  NM 
 Total Cost of Revenue $(35,192)$(6,184) 469%
 Gross Profit          
 Vycor Medical  60,890  68,633  -11%
 NovaVision  46,249 $-  NM 
 Total Gross Profit $107,139 $68,633  56%

Vycor Medical recorded revenue of $82,239 from the sale of its products for the three months ended June 30, 2011, an increase of 10% over the same period in 2010. The increase in sales was attributable to greater penetration and usage of our voting securitiesproduct in hospitals in our US and European markets. Gross margin of 74% was achieved compared to 92% for the same period in 2010. Gross margin is mostly a product of sales mix between US and International sales through different sales channels. Gross margin also reflects inventory credits in the three months to June 30, 2010 and non-recurring product life extension costs in the three months ended June 30, 2011.

NovaVision recorded revenues of $60,092 for the three months ended June 30, 2011 and gross margin of 77%.

Research and Development Expense:

Research and development ("R&D") expenses were $37,484 for the three months ended June 30, 2011, as compared to $762 for the same period in 2010. The increase in R&D expense relates primarily to the inclusion of NovaVision in the 2011 period.

Stock Compensation Expense:

Stock Compensation expense is a non-cash charge representing the value of existing and newly-issued share based payments attributable to the periods reported. The charge for the three months ended June 30, 2011 was $956,181, an increase of $892,032 over the $64,149 recorded in the same period in 2010. The increase was primarily related to the recognition of $658,651 for fully vested warrants issued to Fountainhead during the 2011 period, as well as the recognition of common stock issued to Jerrald Ginder and GreenBridge Capital Partners.

General and Administrative Expenses:

General and administrative expenses increased by (i) any person or group owning more than 5%$462,701 to $866,838 for the three months ended June 30, 2011 from $404,137 for the same period in 2010. This increase reflects approximately $200,000 of any classadditional expenses related to the inclusion of voting securities, (ii) each director, (iii)NovaVision as well as increased professional and consulting fees, including increased consulting fees with Fountainhead following the NovaVision acquisition, and a $70,000 contingent bonus accrual related to our chief executive officeremployment agreement with our CEO, Kenneth Coviello.

Interest Expense:

Interest expense includes interest expense on the Company's debt and presidentinsurance policy financing. Interest expense in the three months ended June 30, 2011 increased by $27,816 to $39,613 from $11,797 for the same period in 2010, reflecting increased debt levels.

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Comparison of the Six Months Ended June 30, 2011 to the Six Months Ended June 30, 2010

Results for the six months ended June 30, 2010 include adjustments to reflect of the effects of the restated financial statements included in the Company's Quarterly Report on Form 10-Q/A for the quarterly period ending June 30, 2010.

Revenue and (iv) all executive officersGross Margin:

            
    2011  2010  % Change 
 Revenue:          
 Vycor Medical $182,081 $139,103  31%
 NovaVision $105,372 $-  NM 
   $287,453 $139,103  107%
 Cost of Revenue:          
 Vycor Medical $(28,467)$(18,772) 52%
 NovaVision $(29,098)$-  NM 
   $(57,565)$(18,772) 207%
 Gross Profit          
 Vycor Medical $153,614 $120,331  28%
 NovaVision $76,274 $-  NM 
   $229,888 $120,331  91%

Vycor Medical recorded revenue of $182,081 from the sale of its products for the six months ended June 30, 2011, an increase of 31% over the same period in 2010. The increase in sales was attributable to greater penetration and directorsusage of our product in hospitals in the in our US and European markets. Gross margin of 84% was achieved compared to 87% for the same period in 2010. Gross margin is mostly a product of sales mix between US and International sales through different sales channels. Gross margin also reflects inventory credits in the six months to June 30, 2010 and non-recurring product life extension costs in the six months ended June 30, 2011.

NovaVision recorded revenues of $105,372 for the six months ended June 30, 2011 and gross margin of 72%.

Research and Development Expense:

Research and development expenses were $61,336 for the six months ended June 30, 2011 compared to $5,648 for the same period in 2010. The increase in R&D expense relates primarily to the inclusion of NovaVision in the 2011 period.

Stock Compensation Expense:

Stock Compensation expense for the six months ended June 30, 2011 was $1,164,400, an increase of $1,018,033 over the $146,367 recorded in the same period in 2010. The increase was primarily related to the recognition of $658,651 for fully vested warrants issued to Fountainhead during the 2011 period, as well as the recognition of common stock issued to Jerrald Ginder and GreenBridge Capital Partners.

General and Administrative Expenses:

General and administrative expenses increased by $933,456 to $1,619,348 for the six months ended June 30, 2011 from $146,367 for the same period in 2010. This increase reflects approximately $450,000 of additional expenses related to the inclusion of NovaVision in 2011, increased professional and consulting fees, including increased consulting fees with Fountainhead following the NovaVision acquisition, the $70,000 bonus accrual mentioned above, and higher levels of marketing activities in Vycor Medical.

Interest Expense:

Interest expense for the six months ended June 30, 2011 increased by $39,132 to $63,534 from $24,402 for the same period in 2010, reflecting increased debt levels.

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Liquidity and Capital Resources

Liquidity

The following table shows cash flow and liquidity data for the periods ended June 30, 2011 and December 31, 2010:

            
    June 30, 2011  December 31, 2010  $ Change 
 Cash $2,206,616 $127,081 $2,079,535 
 Accounts receivable, inventory and other current assets  1,338,297  774,122  564,175 
 Total current liabilities  (1,500,604) (2,064,980) 564,376 
 Working capital surplus (deficit) $2,041,327 $(1,163,777)$3,205,104 
 Cash provided by financing activities $3,556,194 $889,500 $2,666,694 

As of June 30, 2011 we had $2,206,616 cash, a working capital surplus of $2,041,327 and an accumulated deficit of $9,654,121. Total Stockholders' equity at June 30, 2011 was $1,943,636. Total debt at June 30, 2011, including $504,825 of short term debt included in the working capital surplus above, was $1,821,187, a change of $405,525 from $1,415,662 at December 31, 2010. Our operating activities used $1,401,297 in cash for the six months ended June 30, 2011.

Uses of estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management's estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying consolidated financial statements include management's estimate of the allowance for uncollectible accounts receivable, amortization of intangible assets, and the fair values of options and warrant included in the determination of debt discounts and share based compensation.

Going Concern

Our financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes we will continue as a going concern. We have incurred losses since our inception, including a net loss of $2.8 million for the six months ended June 30, 2011, and we expect to continue to incur substantial additional losses in the future, including additional product development, marketing, manufacturing and distribution expenses. We have generated negative cash flows from operations since inception. As of June 30, 2011 the Company had stockholders' equity of $1.9 million and cash and cash equivalents of $2.2 million. The Company believes it would not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms. If adequate funds are not available, the Company may have to delay development or commercialization of products or technologies that the Company would otherwise seek to commercialize, or cease operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Research and Development

The Company expenses all research and development costs as incurred.

Cash and cash equivalents

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. Cash balances may at times exceed the FDIC insured limits. Cash also includes a US investment account in a money market backed by government securities up to 105% of the account balance. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Property and equipment

The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be between three and seven years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized

35

Income taxes

The Company accounts for income taxes in accordance with the current authoritative guidance. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.

Patents and Other Intangible Assets

The Company capitalizes legal and related costs associated with the establishment and enhancement of patents for its products once patents have been applied for. Costs associated with the development of the patented item or processes are charged to research and development costs and expensed as incurred. The capitalized costs are amortized over the life of the patent. The Company reviews intangible assets for impairment on an annual basis. Trademarks have an indefinite life and are also reviewed annually by management for impairment in accordance with the authoritative guidance.

Revenue Recognition

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue when a completed contract for the sale exists, the product is invoiced and shipped to the customer. Vycor Medical does provide for product returns or warranty costs.

NovaVision generates revenues from various programs, therapy services and other sources such as government grants. Therapy services revenues represent fees from NovaVision's vision restoration therapy software, diagnostic software, medical devices, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision recognizes revenue for providing the vision restoration therapy as the Company's work effort is expended. NovaVision provides vision restoration therapy directly to patients. The typical vision restoration therapy consists of six modules, performed on average over 6 months in the U.S. and 10 months in Germany. A patient contract comprise set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

Research grants and other subsidies represent revenue from certain German government agencies to cover certain patients within an insurance group and also to reimburse NovaVision AG for certain payroll and other costs. The Company recognizes grant revenue when services or costs have been incurred which would entitle the Company to use the German government funds, and the grant requirements have been satisfied.

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

Accounts Receivable

The Company's accounts receivable are due from the hospitals and distributors in the case of Vycor Medical, and from patients directly therapy or physicians for diagnostic products in the case of NovaVision. Accounts receivable are due once products have been delivered or at the time the therapy is initiated; however, for NovaVision therapy patients sometimes credit is extended through various payment plans based on individual financial conditions, generally not to exceed the 9 or 10 month therapy period. The outstanding balances are stated net of an allowance for doubtful accounts. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, and the customer's ability to pay its obligations. The Company writes off accounts receivable when they become uncollectible.

Inventory

Inventories are comprised of Vycor Medical VBAS devices, components ancillary to NovaVision's medical device provided to patients and centers and diagnostic products, and are stated at the lower of cost or market, determined under the first-in, first-out method. The inventory is charged to cost of revenue at the time that a device is shipped to a customer or patient.

Foreign Currency

The Euro is the local currency of the country in which NovaVision AG conducts its operations and is considered the functional currency of this entity. All balance sheet amounts are translated to U.S. dollars using the U.S. exchange rate at the balance sheet date except for the equity section which is translated at historical rates. Operating statement amounts are translated using an average exchange rate for the period of operations. Foreign currency translation effects are accumulated as part of the accumulated other comprehensive income (loss) and included in shareholders' (deficit) in the accompanying Consolidated Balance Sheet.

36

Educational marketing and advertising expenses

The Company may incur costs for the education of customers on the uses and benefits of its products. The Company will include education, marketing and advertising expense as a component of selling, general and administrative costs as such costs are incurred.

Under a previously disclosed agreement entered into with Fountainhead Capital Management Limited, Fountainhead agreed to fund or procure funding for Vycor Medical's monthly operating expenses through September 2010 subject to the Company meeting certain financial benchmarks. The Company entered into a new agreement on September 29, 2010 under which Fountainhead agreed to extend this commitment for Vycor Medical's operating expenses through August, 2011.

Off-Balance Sheet Arrangements

As of December 31, 2010 and June 30, 2011, we had no off-balance sheet arrangements.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

Restatement

In late July 2011, the Company's management re-evaluated certain of its accounting policies and procedures in connection with the preparation of the Company's financial statements for the periods ended June 30, 2011, and determined that it had not properly accounted for warrants issued in connection with certain service agreements and for the beneficial conversion feature of certain convertible debentures. Specifically, management determined that the Company had previously not recognized the fair value of warrants issued in connection with certain consulting or other service agreements at the measurement date, and had previously recognized the expense ratably over the life of the warrant. The Company's management further determined that the proper accounting, following the guidance in ASC Topic 505, is to record the fair value of these warrants as a prepaid expense on the date of issuance, and recognize the expense ratably over the life of the underlying service agreement. In addition, the Company had, since December 2009, been determining the existence of a beneficial conversion feature of convertible debt based on the fair value of the conversion feature on the date of issuance, rather than using the intrinsic value of the conversion feature on the date of issuance, as required under ASC Topic 470.

Following discussions with the Company's independent registered public accounting firm, the Company's management met on August 12, 2011 with the Company's Board of Directors, which concluded that the Company's previously issued consolidated financial statements: (i) for the years ended December 31, 2009 and 2010 (the "Annual Financial Statements") included in the Company's Annual Reports on Form 10-K for the years then ended (the "Annual Reports"); and (ii) for the interim periods ended March 12, 200831, 2010, June 30, 2010, September 30, 2010 and March 31, 2011 (collectively, the "Quarterly Financial Statements") included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010, September 30, 2010 and March 31, 2011 respectively (the "Quarterly Reports") should no longer be relied upon and that the Company should, as soon as practicable, file with the SEC amendments to the aforementioned Annual Reports and Quarterly Reports to restate such Annual Financial Statements and Quarterly Financial Statements to properly record the warrants and beneficial conversion features and to make related adjustments and disclosures in connection therewith. The net impact on the Company's previously reported Net Loss for the 18-month period of October 1, 2009 through March 31, 2011 was to increase losses by approximately $152,000.

Internal Control Deficiencies

Management determined that the forgoing matters reflected a deficiency in the Company's internal controls that constitutes a significant deficiency. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.  The significant deficiency is discussed in each of the foregoing amended Annual Reports and Quarterly Reports.

   
Title of Class Name and Address of Beneficial Owner Amount and Nature of
Beneficial Owner		 Percent of
Class
Common Stock  Kenneth Coviello
80 Orville Drive, Suite 100
Bohemia, New York 11716		   5,117,922   23.439% 
Common Stock  Heather N. Jensen
80 Orville Drive, Suite 100
Bohemia, New York 11716		   5,117,922   23.439% 
Common Stock  David Salomon
15400 Knoll Trail, Suite 350
Dallas, TX 75248		   1,361,111   6.233% 
Common Stock  Pascale Mangiardi
80 Orville Drive, Suite 100
Bohemia, New York 11716		   —   — 
Common Stock  Robert Diener
80 Orville Drive, Suite 100
Bohemia, New York 11716		   —   — 
Common Stock  Sawmill Trust c/o Mitchell Greene
Robinson Brog Greene
1345 Avenue of the Americas
New York, NY 10105		(1)   5,117,922   23.439% 
Common Stock  All executive officers and directors as a group   15,353,763   46.878% 
Common Stock  Regent Private Capital, LLC
152 West 57th Street, 9th Floor,
New York, NY 10019		   12,464,711(1)   36.34% 
Common Stock  Fountainhead Capital Partners
Limited Portman House
Hue Street, St,
Helier, Jersey JB4 5RP		   8,650,335(1)   28.38% 

(1)In determining beneficial ownership of our common stock, the number of shares shown includes shares which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent of common stock owned by a person or entity on March 12, 2008, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire within 60 days of exercise of debentures, warrants and options, and (b) the denominator is the sum of (i) the total shares of that class outstanding on March 12, 2008, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the debentures, warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2)In addition, in determining the percent of common stock owned by a person or entity on March 12, 2008, (a) the numerator is the number of shares of the class beneficially owned by such person and includes shares which the beneficial owner may acquire within 60 days upon conversion or exercise of a derivative security, and (b) the denominator is the sum of (i) the shares of that class outstanding on March 12, 2008, (21,835,444 shares of common stock)and (ii) the total number of shares that the beneficial owner may acquire upon conversion or exercise of a derivative security within such 60 day period. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

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TABLE OF CONTENTSCritical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. See "Uses of estimates in the preparation of financial statements" above.

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Since inception until the present time, the principal independent accounting firm for the Company has not resigned, declined to stand for reelection or been dismissed. We have no disagreements with our independent registered public accounting firm on any matter of accounting principles or with any financial statement disclosures.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our Directors and Executive Officers

Set forth below is certain biographical information concerning our current executive officers and directors. We currently have two executive officers as described below.

  
Directors and Executive Officers Position/Title Age
Adrian Christopher LiddellChairman of the Board and a Director53
David Marc CantorPresident and a Director45
Peter C. ZachariouExecutive Vice President and a Director50
Kenneth T. Coviello Chief Executive Officer and a director 57Chief Executive and a Director60
Heather N. JensenVinas President and a director 28
Pascale Mangiardi Director 3632
Robert DienerPascale Mangiardi Director 5939
Steven GirgentiDirector66

Adrian Christopher Liddell, 53, has been Chairman of the Board and a Director of the Company since January 2010. He is an advisor to Fountainhead Capital Management Limited, an investment company based in Jersey, Channel Islands, which invests in, raises capital for and provides strategic advice to growth companies in healthcare and other sectors. Mr. Liddell has 30 years of strategic, corporate and financial advisory and company investment. From 2003-2006, Mr. Liddell was an investment advisor at Phoenix Equity Partners, a European private equity fund. From 1998 to 2003, Mr. Liddell served as Managing Director, Mergers & Acquisitions at Donaldson Lufkin & Jenrette and then Citigroup in London. From 1984 to 1998, Mr. Liddell held various positions at Samuel Montagu & Co, Lehman Brothers and Erik Penser Corporate Finance in London. Mr. Liddell qualified as a Chartered Accountant in 1984 and holds an MA from Christ's College, Cambridge University.

David Marc Cantor, 45, has been President of the Company since September 2010 and a Director since January 2010. He is an investment manager of Fountainhead Capital Management Limited, an investment company based in Jersey, Channel Islands, which invests in, raises capital for and provides strategic advice to growth companies across a broad range of sectors.  Mr. Cantor has over 22 years experience in Investment Banking with a focus on Mergers and Acquisitions and Equity Capital Raisings. Prior to Fountainhead from 2001 - 2005 he was at Citigroup Capital Markets where he was Co-head of its European Business Development and subsequently European Head of its Diversified Industrials and Aerospace activities. Prior to Citigroup he was a Managing Director in M&A at Donaldson Lufkin & Jenrette and worked at Lehman Brothers both in New York and London in both the Equity capital and M&A groups. Mr. Cantor has a BSc with Honours from City Business School, London. 

Peter C. Zachariou, 50, was appointed a Director of the Company in May 2010 and Executive Vice President in September 2010. He is an investment manager for Fountainhead Capital Management Limited, an investment company based in Jersey, Channel Islands, which invests in, raises capital for and provides strategic advice to growth companies in healthcare and other sectors. For the past 20 years, Mr. Zachariou has been an active investor in a variety of companies and industries, both public and private, specializing in workouts and capital formation.  Mr. Zachariou's investments and

38

activities have predominantly been in U.S. emerging and growth companies across a broad range of industry sectors.  He has also been proprietor and operator of several businesses in the U.K. and U.S. in the manufacturing, retail and leisure industries.

Kenneth Coviello, 57,60, is our Chief Executive Officer and a director and will oversee strategic planning as well as directing manufacturing, marketing and product development.Director of the Company. Mr. Coviello has more than 25 years of experience in successfully developing, selling and marketing medical devices and managing medical device and healthcare product companies. Mr. Coviello has held positions of Vice President, Senior Vice President and President of medical device companies, including Lumex and Graham Field. From 2000-2005, he was Senior Vice President at Misonix Inc., a public NASDAQ-listed medical device company that specializes in the design, manufacture and sale of ultrasonic surgical devices for orthopedic, neurosurgical, wound and urological applications. Mr. Coviello was responsible for Misonix medical device revenues and profitability, distribution partner contracts and factory operations in Farmingdale, NY. During his association with Misonix, Inc., Misonix increased its medical devices line from a single product to nine, grew medical device revenue, acquired and developed medical technologiestechnology. While he was with Misonix, Inc, he was also appointed by Misonix, Inc. to the position of Chief Executive Officer of Hearing Innovations, Inc., a major funding entity and applications and maintained profitability margins while increasing investment in research and development.senior debt holder of Misonix, Inc. from August 2002 - November 2005. Mr. Coviello a former directorjoined us on January 1, 2006 after leaving Misonix, Inc. in November 2005. Previous associations were:

      1999-2000 FNC Medical - manufacturer and distributor of YPO, Young Presidents Organization, LI Chapter,diabetic skin care supplies,

      1992-1998 Graham Field - manufacturer and a director for HIMA (Health Industry Manufacturers Association). He has also served as an advisor to NAMES (National Associationdistributor of Medical Equipment Suppliers)devices, equipment and HIDA (Health Industry Distributors Association). Mr. Coviello received his bachelorssupplies

      1972-1991 Lumex Inc. - manufacturer of science from Long Island University.medical devices and healthcare products

Heather N. JensenVinas, 28,32, is our founder ourand former President and a director and is involved in the strategic planning as well as directing Global Business Development and Sales.director. Ms. JensenVinas has more than 10 years experience in the medical profession ranging from hospitals to medical device manufacturing. Ms. JensenVinas joined us in November 2005. Ms. Jensen’sVinas's most recent position from 2001-2005 was as Director of Sales at Misonix, Inc., a public NASDAQ-listed medical device company that specializes in ultrasonic surgical devices for orthopedic, neurosurgical, wound and urological applications. Ms. Jensen’sVinas's responsibilities included international and domestic business development, knowledge and certification in export compliance, regulatory approval process and high-level executive contact and negotiations at some of the largest device companies in the world such as Tyco, Mentor, Aesculap, Richard Wolf and ACMI. She was also responsible for both domestic and international sales development. Ms. JensenVinas belongs to the Brain Injury Association, American Brain Tumor Association, and the National Association for Female Executives. She holds an Associates Degree in Business with a focus on Human Sciences and has additional credits in business administration from Katharine Gibbs College.

Pascale Mangiardi, 36,39, has been our director since October 30, 2007. She is presently the founder and President of Rougemont Management Services LLC and Chief Financial Officer of Optimus Services, LLC. From 2002-2006, she was a financial officer for John R. Mangiardi, MD, PC and from 2001 –- 2002, she was the Assistant CEO at Hirslanden-Group Management AG, Zurich. Ms. Mangiardi holds a Diploma from the Swiss Business Administration School.

Robert DienerSteven Girgenti, 59,66, has been oura director since January 25, 2008.Mr. DienerNovember 19, 2008. He is President, CEO, Director and Co-Founder DermWorx, a specialty pharmaceutical company dedicated to solutions for dermatological conditions. Steve is also the Worldwide Chairman of Ogilvy Healthworld, a leading global healthcare communications network with 55 offices in 36 countries.  The network has over 30 yearsmore than 1,000 brand assignments from nearly 200 clients worldwide, providing strategic marketing and communications services to many of experience as an attorneythe world's leading healthcare companies.  Mr. Girgenti founded Healthworld in 1986 and, senior corporate executive. The focus ofunder his practice is corporateleadership, the company has made numerous acquisitions to expand and securities law, mergers and acquisitions, finance and real estate. While Mr. Diener has experience across a broad range of industries, his emphasis has beendiversify the business.  Healthworld went public in health care, biotechnology, banking and finance, telecommunications and information technology.1997.  In addition to the practice of law, heVycor Medical, Mr. Girgenti has a strong background and experience in corporate governance, accounting and finance, strategic planning and management information systems.

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TABLE OF CONTENTS

Mr. Diener currently serves as counsel to a number of investors and companies which are focused on acquisition of public companies in the United States, corporate mergers and a wide variety of investment activities. His responsibilities run the full gamut from corporate governance to securities law compliance to major contract negotiations. During his career, Mr. Diener has served as President and CEO of American Health Properties, Inc. (NYSE), one of the largest real estate investment trusts in the country; a senior executive of American Medical International, Inc. (NYSE), one of the country’s largest health care services providers; Chairman and CEO of a publicly traded (NASDAQ) telecommunications company and a partner in a boutique investment banking group. He also has extensive experience in international business, having had direct responsibility for transactions in the United Kingdom, Spain, Germany, Switzerland, Greece, Egypt, Singapore, Australia, Israel, Hong Kong, Japan, Korea, Malaysia, Mexico, Brazil, Venezuela and Ecuador. Mr. Diener has served as a member or advisor to the boards of many public and private companies, including over 20 individual for-profit and not-for-profit hospitals and health care facilities. He has previously served as a director of Burren Pharmaceuticals and Pharmacon International, and is currently a director of AVTV Networks.  He is also Vice Chairman of the FederationBoard of AmericanGovernors for the Mt. Sinai Hospital SystemsProstate Disease and Research Center in New York City, and is on the National AssociationBoard of Real Estate Investment Trusts.Directors for Jack Martin Fund, a Mt. Sinai Hospital affiliated charitable organization devoted to pediatric oncology research.  He graduated from Columbia University and has lectured frequentlyworked in the field of health care finance. Mr. Dienerpharmaceutical industry since 1968 for companies such as Bristol-Myers Squibb, Carter Wallace and DuPont, as well as advertising agencies that specialize in healthcare. During his career, Steve has been an active member of the State Bar of California since 1973. He received a Bachelor of Arts degreeheld positions in Social Sciencesmarketing research, product management, new product planning and Communications from the University of Southern California in 1969 and a Juris Doctor degree (Magna Cum Laude) from the University of Santa Clara School of Law in 1973, where he was the Business Editor of the Law Review. He speaks conversational Spanish, French and Italian; has a high degree of computer literacy and a strong working knowledge of generally accepted accounting principles (GAAP). Mr. Diener served in the United States Marine Corps from 1969 through 1975.commercial development.

All of our directors hold office until the next annual meeting of stockholders and until their respective successors have been elected or qualified. Officers serve at the discretion of the board of directors. There are no family relationships among our directors or executive officers. There is no arrangement or understanding between or among our officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current board of directors.

Except for Mr. Coviello,39

None of our directors and executive officers have not during the past five years:

•had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time;
•been convicted in a criminal proceeding and is not subject to a pending criminal proceeding;
•been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;
•or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees of the Board of Directors

Our Board of Directors does not have any committees.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our Board of Directors.

There are no family relationships between our officers and directors.  Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.

At the date of this prospectus, the Company is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Identification of Significant Employees

The Company does not presently have any significant employees other than the named officers and directors.

Corporate Code of Conduct and Ethics

As of the present date, the Company has not adopted a Code of Conduct and Ethics, but plans to do so in the future.

Officers and Directors Indemnification

Under our Certificate of Incorporation and Bylaws of the corporation, the Company may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in the Company's best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he wasor she is to be indemnified, the Company must indemnify the officer or director against all expenses incurred, including attorney's fees. With respect to a general partner or executive officer, either atderivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the time of the bankruptcy or within two years prior to that time;

been convicted in a criminal proceeding, and if the officer or director is not subject to a pending criminal proceeding;
been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities;
or been foundjudged liable, then only by a court of competent jurisdiction (in a civil action),order. The indemnification coverage is intended to be to the fullest extent permitted by applicable laws.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers or directors under applicable state law, the Company is informed that, in the opinion of the Securities and Exchange Commission, orindemnification is against public policy, as expressed in the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,Act and the judgment has not been reversed, suspended or vacated.

Mr. Coviello was Senior Vice President of Misonix Inc., a major funding entity and senior debt holder for Hearing Innovations Inc. Mr. Coviello was appointed Chief Executive Officer and an officer of Hearing Innovations after a resignation of senior management at Hearing Innovations.

On July 14, 2004, Hearing Innovations Inc. sent all shareholders and creditors a plan for reorganization and disclosure statement. Misonix Inc. was committed to fund Hearing Innovations Inc. up to $150,000 for the reorganization plan. Hearing Innovations Inc. filed for relief under Chapter 11 of the U.S. Bankruptcy Code in September 2004. The Plan of Reorganization of Hearing Innovations Inc. was confirmed by the court on January 13, 2005. Based upon the final decree, and the approval by the court of the Bankruptcy Plan, Misonix Inc. became the sole shareholder of Hearing Innovations Inc.is, therefore, unenforceable.

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TABLE OF CONTENTS40

EXECUTIVE COMPENSATION

The following is a summary of the compensation we paid for each of the last two years ended December 31, 20072010 and 2006,2009, respectively (i) to the persons who acted as our principal executive officer during our fiscal year ended December 31, 20072010 and (ii) to the person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as our executive officer as of the end of our last fiscal year.

                              
 Name and
Principal
Position		  Year  Salary
($)		  Bonus
($)		  Stock
Awards
($) (1)		  Option
Awards
($)		  Non-Equity
Incentive Plan
Compensation		  Non-Qualified Deferred
Compensation Earnings
($)		  All other
Compensation
($)		  Total
($)		 
 Kenneth T. Coviello  2010 $153,989  —  — $29,212  —  — $12,578 $195,779 
 (Chief Executive Officer)  2009 $102,230  — $162,477 $29,212  —  — $21,813 $315,732 
                              
 Heather N. Vinas  2010 $72,739  —  — $29,212  —  — $9,184 $111,135 
 (Former President)  2009 $102,230  — $162,477 $29,212  —  — $26,644 $320,563 
                              
 David Cantor  2010 $—  —  —  —  —  —  —  — 
 (President)                            

         
         
Name and
Principal Position		 Year Salary
($)		 Bonus
($)		 Stock Awards
($)		 Option Awards
($)		 Non-Equity
Incentive Plan
Compensation		 Non-Qualified Deferred
Compensation Earnings
($)		 All other
Compensation
($)		 Total
($)
Kenneth T. Coviello
(Chief Executive Officer)		  2007  $137,433   —   —   —   —   —  $17,301.80  $154,734.80 
  2006  $76,363.64   —   —   —   —   —  $8,767.50  $85,131.29 
Heather Jensen
(President)		  2007  $117,000   —   —   —   —   —  $17,301.80  $134,301.80 
  2006  $89,843.11   —   —   —   —   —  $10,276.47  $100,119.58 

(1) Management Warrants

OUTSTANDING EQUITY AWARDS

Grants of Plan-Based Awards in Fiscal 2007

ThereInitial grants under the 2008 Stock Plan were no individual option grantsto Kenneth T. Coviello and Heather N. Vinas of stock options to purchase our1,000,000 shares of common stick made to the executive officers named in the Summary Compensation Table above in fiscal 2007.

Outstanding Equity Awards at 2007 Fiscal Year End

There were no option exercises or options outstanding in fiscal 2007 by the named executive officers named in the Summary Compensation Table.

Option Exercises and Stock Vested in Fiscal 2007

aggregate. There were no option exercises by or stock vested in fiscal 20072009 or 2010. Following the resignation of Heather N. Vinas, 166,667 options were cancelled.

                     
       Option Awards 
 Name  Grant Date  Number of Securities Underlying Unexercised Options (#) Exercisable  Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)  Number of Securities Underlying Unexercised Options (#) Unexercisable (1)  Option
Exercise Price
($)		  Option
Expiration Date		 
 Kenneth T. Coviello  2/15/2008  -  -  500,000 $0.135  2/12/2018 
                     
 Heather N. Vinas  2/15/2008  -  -  333,333 $0.135  2/12/2018 

                     
 Equity Compensation Plan Information 
 Plan category     Number of securities
to be issued upon
exercise of outstanding
options, warrants and rights
(a)		     Weighted-average
exercise price of
outstanding options,
warrants and rights		     Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a)		 
 Equity compensation plans approved by security holders     1,000,000    $0.135     2,651,345 
 Equity compensation plans not approved by security holders     50,000     0.19     - 
 Total     1,050,000    $0.138     2,651,345 

(1)     As of December 31, 2010

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Warrants Issued to benefitManagement

                                 
 Name     Grant Date     Number of Securities Underlying Unexercised Exercisable
Warrants (1)		     Number of Securities Underlying Unexercised Exercisable
Warrants (1)		     Warrant
Exercise Price
($)		     Warrant
Expiration Date		 
 Kenneth T. Coviello     12/29/2009     -     16,450,066    $0.00717     12/29/2014 
 Heather N. Vinas     12/29/2009     -     8,225,063    $0.00717     12/29/2014 
 Total           -     24,675,129    $0.00717       

(1)     As of the named executive officers named in the Summary Compensation Table.December 31, 2010

Employment Agreements

We haveEffective December 29, 2009, the Company entered into new employment agreements with each of our Chief Executive Officer, Mr. Kenneth Coviello and with our Former President, Ms. Heather Jensen.Vinas. Ms. Vinas' employment agreement terminated when she resigned her employment with the Company in May 2010. These new employment agreements superseded all prior employment agreements or arrangements between the Company and these individuals.

We had previouslyEffective September 30, 2010, the Company entered into anidentical employment agreements with David Cantor to serve as the Company's President and Peter C. Zachariou to serve as the Company's Executive Vice President. Each employment agreement with Mr. Kenneth Coviello oncontinues until August 30, 2011 and is then extended for 60 day terms and provides that the executives will receive no compensation for services rendered under the agreements.

Compensation of Directors

During the period January 1, 2006. Pursuant2010 through August 31, 2011, we granted Steven Girgenti a total of 1,674,858 shares of the Company's Common Stock for Mr. Girgenti's service to the agreement,Board of Directors. Mr. Coviello was employed to be our Chief Executive Officer for an annual salary of $190,000. In addition, Mr. Coviello was entitled to monthly car allowances of $600, $750, $900 and $1,150 for his first, second, third and fourth and fifth years with us respectively. Mr. CovielloGirgenti is entitled to an annual bonus upon achievingreceive $5,000 in cash or stock at the option of the company per quarter and $1,500 per board meeting. No other directors of the Company receive compensation for their service to the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain milestonesinformation with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and president and (iv) all executive officers and directors as a commission every quartergroup as of August 31, 2011.  Unless noted, the address for the following beneficial owners and management is 3651 FAU Boulevard, Suite 300, Boca Raton, FL 33431.

                     
 Title of Class     Name and Address of Beneficial Owner     Amount and Nature of
Beneficial Owner (1)		     Percent of
Class (2)		 
 Common Stock       Kenneth Coviello     5,284,587     

 

*

 
 Common Stock       Heather N. Vinas     5,284,587     

 

*

 
 Common Stock       Pascale Mangiardi     —     

 

0.00 %

 
 Common Stock       Steven Girgenti     1,378,948     

 

* 

 
 Common Stock     Adrian Christopher Liddell     --     0.00%
 Common Stock     Marc David Cantor     --     0.00%
 Common Stock     Peter C. Zachariou     --     0.00%
                   

 

  

 
 Common Stock       All executive officers and directors as a group     11,947,462     

 

1.5%

 
 Common Stock       Fountainhead Capital Management Limited Portman House Hue Street, St. Helier, Jersey JB4 5RP     531,376,500     

 

66.0%

 

*       Less than 1% 

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(1)In determining beneficial ownership of our common stock, the number of shares shown includes shares which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent of common stock owned by a person or entity on August 31, 2011, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire within 60 days of exercise of debentures, warrants and options, and (b) the denominator is the sum of (i) the total shares of that class outstanding on August 31, 2011 (805,647,246 shares of common stock) and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the debentures, warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.
(2)In addition, in determining the percent of common stock owned by a person or entity on August 31, 2011, (a) the numerator is the number of shares of the class beneficially owned by such person and includes shares which the beneficial owner may acquire within 60 days upon conversion or exercise of a derivative security, and (b) the denominator is the sum of (i) the shares of that class outstanding on August 31, 2011 (805,647,246 shares of common stock) and (ii) the total number of shares that the beneficial owner may acquire upon conversion or exercise of a derivative security within such 60 day period. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
AND DIRECTOR INDEPENDENCE

Related Transactions

In January 2010 the Company issued a convertible debenture for $74,500 to Fountainhead Capital Management Limited ("Fountainhead"), holder of approximately 72.6% of the common shares of the Company, as more fully disclosed in Note 5 of the Notes to the Financial Statements. This debenture was repaid in May 2010

In February 2010 the Company issued a convertible debenture for $70,000 to Fountainhead, as more fully disclosed in Note 5 of the Notes to the Financial Statements.

In February 2010 the Company entered into a Consulting Agreement with Fountainhead. Under the terms of the agreement, Fountainhead receives $8,500 as a monthly consulting fee, which is to be accrued and converted into stock or paid in cash once a certain level of cash has been raised. Under the terms of the agreement, the Company also issued warrants to Fountainhead to purchase up to 39,063,670 shares of the Company's common stock at $.0125 per share. The warrants are valid from our gross profits for that period. The employment agreement isFebruary 10, 2010 for a five-year term, automatically renewableperiod of five years.

In March 2010 the Company issued a convertible debenture for successive one year terms unless either party elects not$102,000 to do so.Fountainhead, as more fully disclosed in Note 5 of the Notes to the Financial Statements. This debenture was repaid in May 2010

DespiteIn May 2010 the employment agreement, Mr. Coviello only receivedCompany issued a base salaryconvertible debenture for $45,000 to Fountainhead, as more fully disclosed in Note 5 of $137,433 and $76,363.64 and car allowances and health insurance coveragethe Notes to the Financial Statements. This debenture was repaid in May 2010.

In September 2010 the Company issued a convertible debenture for $85,000 to Fountainhead, as more fully disclosed in Note 5 of $17,301.80 and $8,767.50 for fiscal 2007 and 2006 respectively. We did not accrue or defer the differences in actual amounts paid againstNotes to the amounts provided for inFinancial Statements.

In September 2010 the employment contract and Mr. Coviello has agreed to waive such amounts.

On January 1, 2008, Mr. CovielloCompany entered into a new employment agreement. Pursuantagreement with Fountainhead under which Fountainhead agreed to extend a previously disclosed agreement to fund or procure funding for Vycor Medical's monthly operating expenses for through August 2011. Under the terms of the agreement, the Company issued warrants to Fountainhead to purchase up to 50,627,407 shares of the Company's common stock at $.0175 per share. The warrants are valid from September 29, 2010 for a period of five years.

In October 2010 the Company issued a convertible debenture for $90,000, and a $77,500 non-convertible debenture to Fountainhead, as more fully disclosed in Note 5 of the Notes to the new employment agreement, Mr. CovielloFinancial Statements.

In November 2010 the Company issued a non-convertible debenture for $322,500, as more fully disclosed in Note 5 of the Notes to the Financial Statements.

In November 2010 the Company issued an unsecured, subordinated loan note to Fountainhead for $20,000. The note was employedrepaid in December 2010.

In November 2010 the Company issued a convertible debenture for $350,000 to Peter Zachariou, a director of the Company, as our Chief Executive Officermore fully disclosed in Note 5 of the Notes to the Financial Statements. In December 2010 $50,000 of this debenture was repaid and the convertible rights removed.

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In January, February and March 2011 the Company issued unsecured, subordinated loan notes to Fountainhead for a total of $99,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In January 2011 the Company issued an annual salaryunsecured, subordinated loan note to Peter Zachariou, a director of $190,000. Hethe Company for $15,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In February 2011 the Company issued an unsecured, subordinated loan note to Peter Zachariou, a director of the Company for $40,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In February 2011 the Company issued an unsecured, subordinated loan note to David Cantor, a director of the Company for $15,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

On May 6, 2011, the Company entered into a Supplement to a prior Consulting Agreement with Fountainhead entered into on February 10, 2010 (amended September 29, 2010) to recognize Fountainhead's expanded responsibilities as a result of the acquisition by the Company of the assets of NovaVision, Inc. Under the terms of the Supplement, commencing January 1, 2011 the Company will alsopay to FCM an additional monthly retainer of $29,000. This additional monthly retainer shall be accrued and paid out to Fountainhead at the option of Fountainhead as follows: (i) in Vycor stock at any time at $0.0225 per share; or (ii) in cash following the closing of a monthly automobile allowancefundraising of $700 and be eligibleno less than $2.5 million or on the sale of the Company or a substantial part of the assets thereof at any time after June 30, 2011. Notwithstanding, Fountainhead shall have the option to receive annual bonusesup to $5,000 of 20% of his base salary for calendar year 2008 and 40% of his base salary for calendar year 2009, payablethe additional monthly retainer in cash or in stock based uponeach month, commencing April 1, 2011. In addition, the achievement of specific milestones to be determined by the Compensation Committee of our board of directors. For the purposes of calendar years 2008 and 2009, these milestones are defined as exceeding our budgeted income by an amount equal to the aggregate amount of all bonuses to be paid. The term of the agreement is for one year,Consulting Agreement was extended to May 5, 2013. Other than as supplemented, the Consulting Agreement remains in full force and it will automatically be renewed foreffect according to its terms.

Under the terms of a Consulting Agreement dated February 10, 2010 with Fountainhead, the Company was required to issue to Fountainhead fully vested warrants to purchase an additional one year term, unless either party gives written notice to39,063,670 shares of the otherCompany's Common Stock, at a price of its intention to terminate the agreement at least 30 days prior to the automatic renewal date.

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We entered previously into an employment agreement with Ms. Heather Jensen on October 31, 2005. Pursuant to the agreement, Ms. Jensen was employed to be our President for an annual salary$0.0125 per share should new funding totaling $3 million in aggregate in Common Stock of $190,000. In addition, Ms. Jensen was entitled to monthly car allowances and health insurance coverage of $600, $750, $900 and $1,150 for her first, second, third and fourth and fifth years with us respectively. Ms. Jensen is entitled to an annual bonus upon achieving certain milestones and a commission every quarter from our gross profits for that period. The employment agreement is for a five-year term, automatically renewable for successive one year terms unless either party elects not to do so.

Despite the employment agreement, Ms. Jensen only received a base salary of $117,000 and $89,843.11 and car allowances of $17,301.80 and $10,276.47 for fiscal 2007 and 2006 respectively. We did not accrue or defer the differences in actual amounts paid against the amounts provided for in the employment contract and Ms. Jensen has agreed to waive such amounts.

On January 1, 2008, Ms. Jensen entered into a new employment agreement. Pursuant to the new employment agreement, Ms. Jensen was employed as our President for an annual salary of $190,000. She will also be paid a monthly automobile allowance of $700 and be eligible to receive annual bonuses of 20% of her base salary for calendar year 2008 and 40% of her base salary for calendar year 2009, payable in cashVycor or in stock based uponsecurities convertible into Common Stock of Vycor at a price of no less than $0.0125 per share of Common Stock be closed during the achievement of specific milestones to be determined by the Compensation Committee of our board of directors. For the purposes of calendar years 2008 and 2009, these milestones are defined as exceeding our budgeted income by an amount equal to the aggregate amount of all bonuses to be paid. The term of the agreement is for one year,Consulting Agreement. These warrants became issuable upon completion of the Preferred Offering and it will automatically be renewed for an additional one year term, unless either party gives written noticewere issued in June 2011.

On June 6, 2011, in connection the Preferred Offering, Fountainhead agreed to extend to maturity of debentures totaling $931,362 to December 31, 2012. At the same time, Peter Zachariou, a director of the Company, agreed to extend the maturity of debentures totaling $300,000 to the same date.

Other

The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest.  The Company has not formulated a policy for the resolution of its intention to terminatesuch conflicts.

Director Independence

The Company has three "independent" directors within the agreement at least 30 days prior tomeaning of Nasdaq Marketplace Rule 4200—Steven Girgenti, Heather Vinas and Pascale Mangiardi.

EXPERTS

Our financial statements for the automatic renewal date.

Compensation of Directors

For thefiscal years ended December 31, 20072010 and 2006, noneDecember 31, 2009 along with the related consolidated statements of operations, stockholders' equity and cash flows in this prospectus have been audited by Paritz & Co P.C., of Hackensack, New Jersey, independent registered public accounting firm, to the extent and for the periods set forth in their report, and are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

Our filings are available to the public at the SEC's web site at http://www.sec.gov.  You may also read and copy any document with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549.  Further information on the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

We have filed a registration statement on Form S-1 with the SEC under the Securities Act for the common stock offered by this prospectus.  This prospectus does not contain all of the membersinformation set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC.  For further information, reference is made to the registration statement and its exhibits.  Whenever we make references in this prospectus to any of our boardcontracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for the copies of directors received compensation for histhe actual contract, agreement or her service as a director.other document.

ITEM 12 - INCORPORATION OF CERTAIN MATERIAL BY REFERENCE

The Registrant does not elect to incorporate any material by reference.

ITEM 12A - DISCLOSURE OF COMMISSION POSITION OFON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directorsThe Securities and officers againstExchange Commission's Policy on Indemnification

Insofar as indemnification for liabilities they may incur in such capacities, including liabilitiesarising under the Securities Act of 1933 as amended (the “Securities Act”). Our certificatemay be permitted to directors, officers, and controlling persons of incorporation provides that,the company pursuant to Delaware law, our directors shall not be liable for monetary damages for breachany provisions contained in its Articles of Incorporation, Bylaws, or otherwise, the directors' fiduciary duty of care to our company and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law. Our bylaws further provide that we may modify the extent of such indemnification by individual contracts with its directors and officers.

We shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding; provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director and officers (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made

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only upon delivery to us of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under the bylaws or otherwise.

We haveregistrant has been advised that, in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the our payment by the registrant of expenses incurred or paid by oura director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, wethe registrant will, unless in the opinion of ourregistrant's legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We may enter into indemnification agreementsFINANCIAL STATEMENTS

Our consolidated financial statements are included with eachthis prospectus.  These financial statements have been prepared on the basis of our directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. We have not entered into any indemnification agreements with our directors or officers, but may choose to do soaccounting principles generally accepted in the future.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

SELLING STOCKHOLDERS

The securities being offered hereunder are being offered by the selling shareholders listed below or their respective transferees, pledgees, donees or successors. Each selling shareholder may from time to time offer and sell any or all of such selling shareholder’s shares that are registered under this prospectus. Because no selling shareholder is obligated to sell shares, and because the selling shareholders may also acquire publicly traded shares of our common stock, we cannot accurately estimate how many shares each selling shareholder will own after the offering.

All expenses incurred with respect to the registration of the common stock covered by this prospectus will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by any selling shareholder in connection with the sale of shares.

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The following table sets forth, with respect to the selling shareholders (i) the number of shares of common stock beneficially owned as of March 12, 2008 and prior to the offering contemplated hereby, (ii) the maximum number of shares of common stock which may be sold by the selling shareholders under this prospectus, and (iii) the number of shares of common stock which will be owned after the offering by the selling shareholders. All shareholders listed below are eligible to sell their shares. The percentage ownerships set forth below are based on 21,835,444 shares outstanding as of the date of this prospectus.

     
Name of Stockholder Number of Shares of Common Stock Held and Offered Pursuant to this
Prospectus		 Number of
Shares of
Common Stock
Underlying Convertible Securities Held and Offered Pursuant to this Prospectus		 Shares
Beneficially Owned
Before
Offering
(Percentage)		 Shares
Beneficially Owned After
the Offering
(Number)		 Shares
Beneficially Owned After
the Offering
(Percentage)
Steven Thuilot  534,939   —   2.450%   0   0 
Dr. Michael Wayne  100,301   —   0.459%   0   0 
Ed and Joanne Minder  267,469   —   1.225%   0   0 
Larry Coviello  281,859   —   1.291%   0   0 
Robert Coviello  228,365   —   1.046%   0   0 
Neal Clay  107,041   —   0.490%   0   0 
Joan Pallateri  107,041   —   0.490%   0   0 
Edwin Tironi  160,482   —   0.735%   0   0 
Susan and Lambert Dahlin  160,482   —   0.735%   0   0 
Prateek Parekh  40,120   —   0.184%   0   0 
Goran Avdicevic  100,301   —   0.459%   0   0 
Harpreet Anand  64,193   —   0.294%   0   0 
Anirban Sen  60,181   —   0.276%   0   0 
Joel R. Smart Living Trust  50,151   —   0.230%   0   0 
Clarence A. Dahlin Living Trust  50,151   —   0.230%   0   0 
Joel R. Smart Living Trust and Clarence A. Dahlin Living Trust  100,301   —   0.459%   0   0 
GC Advisors  80,241   —   0.367%   0   0 
Kenneth Olson  100,301   —   0.459%   0   0 
Feldstein Management  12,197   —   0.056%   0   0 
Dr. David Langer  24,072   320,960   0.110%   0   0 
Vinas & Company  16,048   —   0.073%   0   0 
David Salomon  250,000   —   6.233%   1,111,111   5.089% 
MAC Strategic Advisors  40,000   —   0.183%   0   0 
George Kivotidis  363,158   —   1.663%   0   0 
Christopher A. Vinas  263,158   —   1.206%   0   0 
Concordia Financial Group  1,047,494   —   2.399%*   0   0 
Sichenzia Ross Friedman Ference LLP  523,747   —   2.399%   0   0 
RES Holdings  23,683   —   0.108%   0   0 
LFI Investments Ltd  78,947   —   0.362%   0   0 
Jay Berkow  52,632   —   0.241%   0   0 
Vivek Bhaman  26,316   —   0.121%   0   0 
Robert Braumann  26,316   —   0.121%   0   0 
John A. Brown Jr.  52,632   —   0.241%   0   0 
Vincent P. Carroll  26,316   —   0.121%   0   0 
Robert A. Frazier  26,316   —   0.121%   0   0 

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Name of Stockholder Number of Shares of Common Stock Held and Offered Pursuant to this
Prospectus		 Number of
Shares of
Common Stock
Underlying Convertible Securities Held and Offered Pursuant to this Prospectus		 Shares
Beneficially Owned
Before
Offering
(Percentage)		 Shares
Beneficially Owned After
the Offering
(Number)		 Shares
Beneficially Owned After
the Offering
(Percentage)
Martin Keating  26,316   —   0.121%   0   0 
Vicor F. Keen  78,947   —   0.362%   0   0 
Robert M. Richards  26,316   —   0.121%   0   0 
Joseph Roberts  26,316   —   0.121%   0   0 
Thomas Romano  26,316   —   0.121%   0   0 
Edward F. Sager, Jr.  26,316   —   0.121%   0   0 
Mark Staples  26,316   —   0.121%   0   0 
Neil Strauss  52,632   —   0.241%   0   0 
Terry Tyson  52,632   —   0.241%   0   0 
Geoffrey C Walker  26,316   —   0.121%   0   0 
James Ward  26,316   —   0.121%   0   0 
Jay S. Weiss  52,632   —   0.241%   0   0 
Fountainhead Capital Partners Limited  —   2,161,709   —   0   0 
Regent Private Capital, LLC  —   2,161,709   —   0   0 
Ezriel E. Kornel  —   240,720   —   0   0 
Donald O’Rourke  —   50,000   —   0   0 
GC Advisors LLC  —   385,152   —   0   0 
George Kivotidis  —   4,000   —   0   0 
Martin Magida  —   160,480   —   0   0 
Robert Guinta  —   160,480   —   0   0 

*Pursuant to the engagement letter with the Concordia Group dated January 18, 2008, in the event the Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to the Concordia Group an additional 523,747 shares of our common stock. Consequently, they will be holders of 1,047,494 shares of our common stock, which will be equivalent to 4.68% of our total and issued shares.

Background

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

Pursuant to the Convertible Debenture Purchase Agreement with Regent dated February 15, 2008, we agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may be issuable upon conversion of the Regent Debentures.

On February 15, 2008, we entered into a transaction with Fountainhead, whereby Fountainhead agreed to invest $300,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $150,000 each.

Pursuant to the Convertible Debenture Purchase Agreement with Fountainhead dated February 15, 2008, we similarly agreed tofile a registration statement on Form S-1 with the SEC, to register for sale all common stock which may be issuable upon conversion of the Fountainhead Debentures.

Subsequent to the dates of these transactions, both Fountainhead and Regent agreed to allow us to register less than all of the shares of common stock issuable under the Regent Debenture and the Fountainhead

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Debenture. Instead, we have agreed to provide Regent and Fountainhead with certain demand and “piggy-back” registration rights covering the remainder of the common stock issuable under such Debentures. We shall file the relevant registration rights agreements with Regent and Fountainhead once they have been negotiated and entered into.

Additionally, we are seeking to register some of our issued and outstanding shares of common stock as well as some of the shares of common stock issuable under the Convertible Securities.

PLAN OF DISTRIBUTION

The selling stockholders may sell the common stock offered by this prospectus directly or through brokers or dealers who may act solely as agents or may acquire common stock as principals. Such sales may be made at prevailing market prices, at prices related to such prevailing market prices, or at variable prices negotiated between the sellers and purchasers. The selling stockholders may distribute the common stock in one or more of the following methods:

ordinary brokers transactions, which may include long or short sales through the facilities of the Over-the-Counter Bulletin Board (if a market maker successfully applies for inclusion of our common stock in such market) or other market;
privately negotiated transactions;
transactions involving cross or block trades or otherwise on the open market;
sales “at the market” to or through market makers or into an existing market for the common stock;
sales in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales made through agents;
through transactions in puts, calls, options, swaps or other derivatives (whether exchange listed or otherwise); or
any combination of the above, or by any other legally available means.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales of common stock, or options or other transactions that require delivery by broker-dealers of the common stock.

The selling stockholders and/or the purchasers of common stock may compensate brokers, dealers, underwriters or agents with discounts, concessions or commissions (compensation may be in excess of customary commissions). The selling stockholders and any broker dealers acting in connection with the sale of the shares being registered may be deemed to be underwriters within the meaning of Section 2(11) of the Securities Act, as amended, and any profit realized by them on the resale of shares as principals may be deemed underwriting compensation under the Securities Act. We do not know of any arrangements between the selling stockholders and any broker, dealer, or agent relating to the sale or distribution of the shares being registered.

We and the selling stockholders and any other persons participating in a distribution of our common stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may restrict certain activities of, and limit the timing of purchases and sales of securities by, these parties and other persons participating in a distribution of securities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions subject to specified exceptions or exemptions.

The selling stockholders may sell any securities that this prospectus covers under Rule 144 of the Securities Act rather than under this prospectus if they qualify.

We cannot assure you that the selling stockholders will sell any of their shares of common stock.

In order to comply with the securities laws of certain states, if applicable, the selling stockholders will sell the common stock in jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the selling stockholders may not sell or offer the common stock unless the holder registers the

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sale of the shares of common stock in the applicable state or the applicable state qualifies the common stock for sale in that state, or the applicable state exempts the common stock from the registration or qualification requirement.

We have agreed to pay all fees and expenses incident to the registration of the shares being offered under this prospectus (estimated to be $87,087). However each selling stockholder is responsible for paying any discounts, commissions and similar selling expenses they incur.

We have agreed to indemnify the Selling Stockholders whose shares we are registering from all liability and losses resulting from any misrepresentations we make in connection with the registration statement.

DESCRIPTION OF SECURITIES

The following is a summary of our capital stock and certain provisions of our Certificate of Incorporation and By-laws, as amended and by provisions of Delaware law.

General

We are authorized to issue 110,000,000 shares of stock, of which 100,000,000 shares, $.001 par value, are designated as common stock and 10,000,000 shares, $.001 par value, are designated as preferred stock.

The following is a summary of the material terms of the common stock and preferred stock as well as the outstanding warrants.

Common Stock

As of March 12, 2008 there were 21,835,444 shares of common stock issued and outstanding. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholdersUnited States and are not entitledexpressed in US dollars.

Index to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities.

Preferred Stock

Our Certificate of Incorporation authorizes 10,000,000 shares of preferred stock, $.001 par value per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. As of March 12, 2008, we have no issued and outstanding shares of preferred stock.

Debentures

On December 14, 2006, we issued to Fountainhead a Bridge Loan Debenture for the original principal amount of $172,500, which may be converted, at the option of Fountainhead to 1,876,300 shares of our common stock. The Bridge Loan Debenture has a maturity date of February 15, 2009.Financial Statements

On February 14, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures — such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These investments are evidenced by Convertible Debentures with a term of one year and are convertible into shares of our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 8,129,529 shares to Regent and 2,438,853 shares to Fountainhead.
Fiscal years ended December 31, 2010 (restated) and December 31, 2009 (restated) (audited)F-1
Three and Six Months ended June 30, 2011 and June 30, 2010 (restated) (unaudited).F-25

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Paritz & Company, P.A.15 Warren Street, Suite 25
Hackensack, New Jersey 07601
(201)342-7753
Fax: (201) 342-7598
E-Mail: paritz @paritz.com
Certified Public Accountants

REPORT OF CONTENTS

Warrants

We issued a warrant to Fountainhead to Purchase 50.22 Membership Units of the Company (now 805,931 shares of our shares of common stock) dated December 15, 2006 at $.50 per share.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

In consideration for purchasing our shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for providing advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Options

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with the Company dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,000 shares of common stock of the Company at an exercise price of $.135 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

Dr. Ezriel E. Kornel entered into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,720 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

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Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts and sales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

Anti-Takeover Provisions

As discussed above, our board of directors can issue up to 10,000,000 shares of preferred stock, with any rights or preferences, including the right to approve or not approve an acquisition or other change in control. The issuance of such preferred stock could be used to discourage a transaction involving an actual or potential change in control of us or our management, including a transaction in which our stockholders might otherwise receive a premium for their shares over then current prices.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, or DGCL, which regulates acquisitions of some Delaware corporations. In general, Section 203 prohibits, with some exceptions, a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date of the transaction in which the person became an interested stockholder, unless: (i) prior to the date a person becomes an interested stockholder, the board of directors of the corporation approved the business combination or the other transaction in which the person became an interested stockholder; (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors or officers of the corporation and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business combination and the stockholders of the corporation, other than the interested stockholder, authorized the transaction at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3 % of the outstanding stock of the corporation not owned by the interested stockholder.

Section 203 of the DGCL defines a “business combination” to include any of the following: (i) any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the corporation's assets involving the interested stockholder; (iii) in general, any transaction that results in the issuance or transfer by the corporation of any of its stock of any class or series to the interested stockholder; (iv) any transaction involving the corporation that has the effect of increasing the proportionate share of its stock of any class or series owned by the interested stockholder; or the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.

In general, Section 203 defines an “interested stockholder” as: (i) any person who owns 15% or more of a corporation's outstanding voting stock; (ii) any person associated or affiliated with the corporation, who owns or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation's outstanding voting stock; or (iii) the affiliates and associates of any such person.

Section 203 of the DGCL could depress our stock price and delay, discourage or prohibit transactions not approved in advance by our board of directors, such as takeover attempts that might result in a premium over the market price of our common stock.

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

LEGAL MATTERS

Our legal counsel, Sichenzia Ross Friedman and Ference, LLP, located at 61 Broadway, New York, NY 10006, is passing on the validity of the issuance of the common stock offered under this prospectus.

EXPERTS

Our financial statements as of and for the years ended December 31, 2007 and 2006, included in this prospectus, have been audited by Paritz & Company, independent registered public accountants, as stated in their report appearing herein and are so included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C.Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our shareholders unless requested by the individual shareholders.

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VYCOR MEDICAL, INC.
(A Development Stage Company)




FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITORS’ REPORT

Years Ended December 31, 2007 and 2006

F-1REGISTERED ACCOUNTING FIRM

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INDEPENDENT AUDITORS' REPORT

Board of Directors

Vycor Medical Inc.
(A Development Stage Company)
Bohemia, New York and Subsidiaries

Boca Raton, Florida

We have audited the accompanying restated consolidated balance sheets of Vycor Medical Inc. (a development stage company)and Subsidiaries as of December 31, 20072010 and 20062009 and the related restated consolidated statements of operations, (stockholders’) members’ deficiencychanges in stockholders' deficit and cash flows for the years ended December 31, 2007 and 2006 and the period from inception (June 5, 2005) to December 31, 2007.then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditingthe standards generally accepted inof the United States of America.Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.

As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The 2007 and 2006 financial statements do not include any adjustments that might result from the outcome of this uncertainty

In our opinion, the restated consolidated financial statements referred to above present fairly, in all material respects, the financial position of Vycor Medical Inc. and Subsidiaries as of December 31, 20072010 and 2006,2009 and the results of its operations and its cash flows for the years then ended and the period from inception (June 5, 2005) to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

As described in Note 5 to the financial statements, the financial statements as of and for the years ended December 31, 2010 and 2009 have been restated to recognize the fair value of warrants issues and to correct the amortization period of these warrants and to record the fair value of the warrants as a prepaid item at the date of issuance pursuant to ASC 505. Also a correction of an error was made in the recording of a beneficial conversion feature from the intrinsic method to the fair value pursuant to ASC 470.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Paritz & Company, P.A.

Hackensack, New Jersey
February 7, 2008

March 22, 2011, except for Note 5 as to which the date is August 28, 2011

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VYCOR MEDICAL, INC.
(A Development Stage Company)

BALANCE SHEETS

Consolidated Balance Sheets

         
    December 31,
2010
(restated)		  December 31,
2009
(restated)		 
 ASSETS        
         
 Current Assets        
         
 Cash $127,081 $12,771 
 Accounts receivable  76,460  29,748 
 Inventory  52,360  41,967 
 Prepaid expenses  645,302  22,369 
 Total Current Assets  901,203  106,855 
         
 Fixed assets, net   773,188  191,009 
         
 Intangible and Other assets:        
 Trademarks  130,000  - 
 Patents, net of accumulated amortization  333,072  93,704 
 Website, net of accumulated amortization  3,932  7,042 
 Security deposits  12,299  2,350 
    479,303  103,096 
         
 TOTAL ASSETS  $2,153,694 $400,960 
         
 LIABILITIES AND STOCKHOLDERS' EQUITY        
         
 Current Liabilities        
 Accounts payable $114,447 $336,942 
 Accrued interest  36,992  2,904 
 Accrued liabilities  406,998  62,002 
 Other current liabilities  106,162  - 
 Notes payable  1,400,381  1,245,052 
 TOTAL LIABILITIES   2,064,980  1,646,900 
         
 STOCKHOLDERS' EQUITY (DEFICIT)        
 Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding  -  - 
 Common Stock, $0.0001 par value, 1,500,000,000 shares authorized, 724,488,929 and 557,798,599 shares issued and outstanding at December31,2010 and 2009,respectively  72,449  55,780 
 Additional Paid-in Capital  6,902,427  3,597,621 
 Accumulated Deficit  (6,883,163) (4,899,341)
 Accumulated Other Comprehensive Income  (2,999) - 
         
    88,714  (1,245,940)
         
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $2,153,694 $400,960 

  
 December 31,
   2007 2006
ASSETS
 
Current assets:
          
Cash and cash equivalents $15,739  $112,992 
Accounts receivable  2,565   — 
Total current assets  18,304   112,992 
Other assets:
          
Patents, net of accumulated amortization of $9,324 and $4,037  22,559   21,535 
Website, net of accumulated amortization of $2,835 and $1,153  6,214   7,087 
Organization costs, net of accumulated amortization of $38 and $0  1,084 
Total other assets  29,857   28,622 
Total assets $48,161  $141,614 
LIABILITIES AND STOCKHOLDERS’ (MEMBERS’) DEFICIENCY
          
Current liabilities:
          
Note payable — member $—  $10,500 
Accounts payable  300,994   280,900 
Accrued liabilities  264   4,317 
Total current liabilities  301,258   295,717 
Long-term debt  439,500   172,500 
Stockholders’ (members’) deficiency  (692,597)   (326,603) 
Total liabilities and stockholders’ (members’) deficiency $48,161  $141,614 



See accompanying auditors’ report and notes to financial statements.statements

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VYCOR MEDICAL, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONSConsolidated Statement of Operations

            
    For the year ended December 31, 
    2010     2009 
    (restated)     (restated) 
            
 Revenue $316,450    $199,046 
            
 Cost of Goods Sold  48,737     22,482 
            
 Gross Profit  267,713     176,564 
            
 Operating expenses:          
 Research and development  15,208     4,761 
 Depreciation and Amortization  56,801     36,995 
 Stock Compensation  381,718     415,460 
 General and administrative  1,537,456     685,707 
            
 Total Operating expenses  1,991,183     1,142,923 
            
 Operating loss  (1,723,470)    (966,359)
            
 Other income (expense)          
 Interest income  8     257 
 Interest expense  (45,882)    (248,659)
 Forgiveness of previously accrued salaries  -     50,725 
 Goodwill on Acquisition of Subsidiary  (58,027)    - 
 Costs related to Acquisition of Subsidiary  (154,203)      
 Total Other Income (expense)  (258,104)    (197,677)
            
 Net Loss Before Taxes  (1,981,574)    (1,164,036)
            
 Taxes  (2,248)    - 
            
 Net Loss $(1,983,822)   $(1,164,036)
            
 Loss Per Share          
 Basic and diluted $(0.003)   $(0.040)
            
 Weighted Average Number of Shares Outstanding  663,168,900     29,183,482 

   
 Year Ended
December 31, 2007		 Year Ended
December 31, 2006		 From
Inception
(June 5, 2005)
to December 31,
2007
Revenue $2,565  $—  $2,565 
Operating expenses:
               
Research and development  5,885   158,823   267,830 
General and administrative  454,071   353,136   889,473 
Interest expense, net  14,879   —   14,879 
Total operating expenses  474,835   511,959   1,174,747 
Operating loss  (472,270)   (511,959)   (1,172,182) 
Basic and diluted loss per share $(0.03)   Note 5   Note 5 
Weighted average number of shares outstanding
 — basic and diluted		  18,197,352   Note 5   Note 5 



See accompanying auditors’ report and notes to financial statements.statements

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VYCOR MEDICAL, INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDER’S DEFICIENCYStatement of Stockholders' Equity (Deficiency) (Restated)

                     
       Common  Preferred
Stock -		  Additional
Paid-in		  Accumulated    
    Shares  Stock  Series B  Capital  Deficit  Total 
 Balance at January 1, 2009  25,463,455 $25,463 $- $2,788,415 $(3,735,305)$(921,427)
 Common stock issued in conjunction with Altcar Investments note payable  866,867 $867    $105,758    $106,625 
 Issuance of stock for consulting fees  91,777  92     17,345     17,437 
 Share-based compensation for consulting services           32,667     32,667 
 Share-based compensation - employee options vesting           57,840     57,840 
 Share-based compensation - Coviello and Vinas, in accordance with FHC recapitalization transaction           324,954     324,954 
 Retroactive change to par value (see Note 10)     (23,780)    23,780     - 
 Retroactive reflection of conversion of Series A Preferred Shares in accordance with FHC recapitalization transaction (see Note 9)  531,376,500  53,138     246,862     300,000 
 Net loss for twelve months ended December 31, 2009             $(1,164,036) (1,164,036)
 Balance at December 31, 2009  557,798,599 $55,780 $- $3,597,621 $(4,899,341)$(1,245,940)
 Issuance of stock for consulting fees  2,612,500  261     40,364     40,625 
 Share-based compensation for consulting services           823,693     823,693 
 Share-based compensation - employee options vesting           57,840     57,840 
 Purchases of equity - Series B preferred        14  139,986     140,000 
 Common stock issuance for conversion of Series B preferred and interest  11,768,197  1,177  (14) 5,939     7,102 
 Common stock issuance for conversion of debt  64,295,200  6,430     797,260     803,690 
 Purchases of equity - Common stock  87,079,447  8,708     1,425,792     1,434,500 
 Common stock issuance for satisfaction of accounts payable  934,986  93     13,932     14,025 
 Net loss for twelve months ended December 31, 2010             $(1,983,822) (1,983,822)
 Accumulated Comprehensive Loss                $(2,999)
 Balance at December 31, 2010  724,488,929 $72,449 $- $6,902,427 $(6,883,163)$88,714 

      
 Stockholders’ (Members’)
Capital		 Common stock Additional
Paid in
Capital		 Accumulated Deficit Total
   Shares Amount
Balance January 1, 2006 $101,690   —   —   —  $(187,953)  $(86,263) 
Net loss  —   —   —   —   (511,959)   (511,959) 
Members' contributions  245,000   —   —   —   —   245,000 
Warrants issued for services  —   —   —   26,619   —   26,619 
Balance December 31, 2006  346,690   —   —   26,619   (699,912)   (326,603) 
Net loss  —   —   —   —   (472,270)   (472,270) 
Members' contributions (before change in entity form)  96,040   —   —   —   —   96,040 
Conversion of members' interests to common stock  (442,730)   18,900,000   —   442,730   —   — 
Warrants issued for services  —   —   —   10,236   —   10,236 
    —   18,900,000   —  $479,585  $(1,172,182)  $(692,597) 



See accompanying auditors’ report and notes to financial statements.statements

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TABLE OF CONTENTSF-4

VYCOR MEDICAL, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWSConsolidated Statement of Cash Flows

   
 Year Ended December 31, 2007 Year Ended December 31, 2006 From Inception (June 5, 2005) to December 31, 2007
Operating activities:
               
Net loss $(472,270)  $(511,959)  $(1,135,327) 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
               
Depreciation and amortization  7,007   4,094   12,197 
Warrants issued for services  10,236   26,619   36,855 
Changes in operating assets and liabilities:
               
Accounts receivable  (2,565)   —   (2,565) 
Accounts payable  20,094   187,966   300,994 
Accrued liabilities  (4,053)   627   264 
Net cash used in operating activities  (441,551)   (292,653)   (824,437) 
Investing activities:
               
Acquisition of patents  (6,311)   (14,233)   (31,883) 
Acquisition of website  (809)   (8,240)   (9,049) 
Capitalized organizational costs  (1,122)   —   (1,122) 
Net cash used in investing activities  (8,242)   (22,473)   (42,054) 
Financing activities:
               
Repayment of stockholder (member) loan  (10,500)   —   (10,500) 
Proceeds from stockholders’ (members’) capital
contributions		  96,040   245,000   442,730 
Proceeds from issuance of long term debt  267,000   173,000   450,000 
Net cash provided by financing activities  352,540   418,000   882,230 
Net increase (decrease) in cash and cash equivalents  (97,253)   102,874   15,739 
Cash and cash equivalents
 — beginning of period		  112,992   10,118   — 
Cash and cash equivalents
 — end of period		 $15,739  $112,992  $15,739 
Supplemental disclosures of cash flow information:
 
Cash paid during the year for interest $—          



See accompanying auditors’ report and notes to financial statements.
            
    For the twelve months ended December 31 
    2010
(restated)		     2009
(restated)		 
 Cash flows from operating activities:          
 Net loss $(1,983,822)   $(1,164,036)
 Adjustments to reconcile net loss to cash used in operating activities:          
 Amortization of intangible assets  21,539     14,046 
 Depreciation of fixed assets  35,262     22,949 
 Amortization of debt discount expense  -     145,302 
 Share based compensation  342,864     415,462 
 Shares issued for consulting services  38,854     17,437 
 Interest satisfied with stock conversion  7,102     6,625 
 Goodwill written off on acquisition of subsidiary  58,027     - 
 Changes in assets and liabilities:          
 Accounts receivable  (40,032)    60,017 
 Inventory  3,908     29,560 
 Prepaid expenses  (39,262)    (15,329)
 Security deposit  (9,949)    - 
 Accounts payable  (247,163)    23,331 
 Accounts payable satisfied with common stock  14,025     - 
 Accrued interest  34,088     (85,684)
 Accrued liabilities  294,306     (13,466)
 Other current liabilities  19,983     - 
            
 Cash used in operating activities  (1,450,270)    (543,786)
 Cash flows used in investing activities:          
 Acquisition of subsidiary, net of cash acquired  (898,017)    - 
 Purchase of fixed assets  (21,521)    - 
 Acquisition of patents  (8,575)    (62,133)
 Cash used in investing activities  (928,113)    (62,133)
 Cash flows from financing activities:          
 Proceeds from sale of equity - Common stock  1,434,500     300,000 
 Proceeds from sale of equity - Series B preferred  140,000     - 
 Proceeds from short term Notes Payable  1,276,500     1,449,052 
 Repayment of short term Notes Payable  (361,500)    (1,326,500)
 Cash provided by financing activities  2,489,500     422,552 
 Foreign currency translation adjustment  3,193     - 
 Net increase (decrease) in cash  114,310     (183,367)
 Cash at beginning of period  12,771     196,138 
 Cash at end of period $127,081    $12,771 
 Supplemental Disclosures of Cash Flow information:          
 Interest paid: $-    $- 
 Taxes paid $2,248    $- 
 Non-Cash Transactions:          
 Warrants, options and common stock issued for debt financing $803,690    $400,000 
            
 See accompanying notes to financial statements 

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TABLE OF CONTENTSF-5

VYCOR MEDICAL, INC.
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DecemberDECEMBER 31, 2007

2010

1.   Significant Accounting Policies

FORMATION AND BUSINESS OF THE COMPANY

Business Description

Vycor Medical, LLC, (the “Company”"Company") was incorporatedformed in June 17, 2005 under the laws of the State of New York. The Company converted its entity form on August 15,14, 2007 from a New York Limited Liability Company to a C Corporation.Delaware Corporation with 16,048 of common stock exchange for each partnership unit with 1122 units outstanding at date of conversion. The assets, liabilities and operations of the Company did not change pursuant to this reorganization, and the accompanying financial statements are presented as if the change occurred on the first day of the year.earliest period presented; thus all are references to number of shares prior to the date of conversion are based upon the common stock equivalent of the units. The Company’s business plan is to developCompany designs, develops and market a commercially feasiblemarkets neurological medical devices and therapies and operates through two divisions: Vycor Medical - brain surgical access system for sale to hospitals and medical professionals.

Usesprofessionals; and NovaVision - neuro stimulation therapies and diagnostic devices for the treatment and screening of estimates in the preparation of financial statements

vision field loss.

2.   GOING CONCERN

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Currently, the Company’s only estimate is that of depreciation expense.

Simultaneous with its incorporation, the Company’s shareholders donated substantial intellectual property that will be utilized in the design of the Company’s principal product.

Going Concern

The Company’sCompany's financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $462,034$1,983,822 for the year ended December 31, 2007,2010, and the Company expects to continue to incur substantial additional losses in the future, including additional development costs, costs related to clinical trialsmarketing and manufacturing expenses. The Company has incurred negative cash flows from operations since inception. As of December 31, 2007,2010 the Company had a stockholders’ deficiencystockholders' equity of $676,818$88,714 and a cash and cash equivalents balance of $15,739. In these circumstances the$127,081. The Company believes it maywould not have enough cash to meet its various cash needs for the year ended 2008 unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms. If adequate funds are not available, the Company may have to delay development or commercialization of products or technologies that the Company would otherwise seek to commercialize, or cease operations. These conditions raise substantial doubt about the Company’sCompany's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Under a previously disclosed agreement entered into with Fountainhead Capital Management Limited, Fountainhead agreed to fund or procure funding for Vycor Medical's monthly operating expenses through September 2010 subject to the Company meeting certain financial benchmarks. The Company entered into a new agreement on September 29, 2010 under which Fountainhead agreed to extend this commitment for Vycor Medical's operating expenses through August, 2011.

3. BUSINESS ACQUISITION

On November 29, 2010, the Company completed its acquisition (the "Acquisition") of substantially all of the assets of NovaVision, Inc., a company that had been in the business of researching, developing and providing medical technologies to restore the vision of patients with neurological visual loss ("NovaVision"). The purchase price for the Acquisition was $900,000 in cash.

As required under ASC 805 the Company commissioned an independent appraisal of the assets acquired which was finalized in March 2011 and the assets entered into the Company's consolidated accounts on the basis of this valuation. As a result, the Company generated goodwill on acquisition of $58,027 which has been written off as incurred.

The expenses of the transaction, which primarily comprised legal fees and audit fees in connection with the Form 8-K/A filed on February 14, 2010 amounted to $154,203.

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The following table represents the final purchase price allocation to the estimated fair value of the assets and liabilities assumed:

      
 As of November 30, 2010  Amount 
      
 US    
 Purchased Software  10,000 
 Therapy Devices  31,000 
 Internally Developed Software  540,000 
 Inventory  9,179 
 Trademarks  130,000 
 Patents  250,000 
 Germany    
 Therapy Devices, Machinery and Office Equipment  14,378 
 Current Assets  57,756 
 Current Liabilities  (200,340)
    841,973 
 Goodwill on acquisition $58,027 
 Purchase Price $900,000 

Principles of Consolidation

Assuming the acquisition discussed above had occurred on January 1, 2010, for the year ended December 31, 2010, pro forma revenues, net loss and net loss per share for the Company would have been $680,982, $(2,916,434) and $(0.004), respectively.

Assuming the acquisition discussed above had occurred on January 1, 2009, for the year ended December 31, 2009, pro forma revenues, net loss and net loss per share for the Company would have been $1,120,081, $(8,765,364) and $(0.236), respectively.

The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results

4.   ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Vycor Medical, Inc., and its subsidiaries, NovaVision, Inc. (a U.S. corporation incorporated in Delaware) and NovaVision AG (German corporation), a wholly owned subsidiary of NovaVision, Inc. (individually and collectively referred to herein as the Company), which is headquartered in Boca Raton, FL. The operations of NovaVision, Inc have been consolidated from November 30, 2010, the date of the acquisition of substantially all the assets of the former NovaVision, Inc. All material inter-company accounts, transactions, and profits have been eliminated in consolidation.

Research and Development

The Company expenses all research and development costs as incurred. For the years ended December 31, 20072010 and 2006,2009, the amounts charged to research and development expenses were $5,885$15,208 and $158,823,$4,761, respectively.

Cash

Software Development Costs For Internal Use

The authoritative guidance requires software development costs to be capitalized upon completion of the preliminary project stage. Accordingly, direct internal and cash equivalents

external costs associated with the development of the features and functionality of the Company's software for internal use, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years. The Company considers all highly liquid debt investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts approximate fair market value becauseacquired internally developed software valued at $540,000 as part of the short maturity.acquisition of the assets of NovaVision, Inc.

Concentration of Credit Risk

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. The Company's accounts at these institutions$250,000. Cash balances may at times exceed the FederallyFDIC insured limits. Cash also includes a US investment account in a money market backed by government securities up to 105% of the account balance. The Company has not experienced any losses

F-7

considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash balances in such accounts.

F-7

TABLE OF CONTENTS

VYCOR MEDICAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
Germany held at NovaVision AG at December 31, 2007

1. Significant Accounting Policies  – (continued)

Fair Values of Financial Instruments

At December 31, 20072010 and 2006, fair values of cash2009 includes $1,233 and cash equivalents, accounts payable, and convertible promissory notes approximate their carrying amount due to the short period of time to maturity.$0, respectively.

Property and equipment

The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful life of the assets, which is estimated to be between three and seventen years. Maintenance, repairs and minor renewals are charged to expense when incurred. Replacements and major renewals are capitalized.

Patents and Other Intangible Assets

The Company capitalizes legal and related costs associated with the establishment and enhancement of patents for its products once patents have been applied for. Costs associated with the development of the patented item or processes are charged to research and development costs as incurred. The capitalized costs are amortized over the life of the patent.

The Company reviews intangible assets on an annual basis using a present value, cash flow method based upon the authoritative guidance. Trademarks have an indefinite life and are reviewed annually by management for impairment in accordance with the authoritative guidance

Income taxes

The Company accounts for income taxes in accordance with SFAS 109,Accounting For Income Taxes. This statement prescribes the use of the liability method whereby deferredcurrent authoritative guidance. Deferred income tax assets and liability account balancesliabilities are determined based onupon differences between financial reporting and tax basesbasis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when it is more likely than not that such benefit will not be realized.

Uses of estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management's estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying consolidated financial statements include management's estimate of the allowance for uncollectible accounts receivable, amortization of intangible assets, and the fair values of options and warrant included in the determination of debt discounts and share based compensation.

Revenue Recognition

Vycor Medical generates revenue from the sale of its surgical access system to hospitals and other medical professionals. Vycor Medical records revenue when a completed contract for the sale exists, the product is invoiced and shipped to the customer. Vycor Medical does provide for product returns or warranty costs.

NovaVision generates revenues from various programs, therapy services and other sources such as government grants. Therapy services revenues represent fees from NovaVision's vision restoration therapy software, diagnostic software, medical devices, clinic set up and training fees, and the professional and support services associated with the therapy. NovaVision recognizes revenue for providing the vision restoration therapy as the Company's work effort is expended. NovaVision provides vision restoration therapy directly to patients. The typical vision restoration therapy consists of six modules, performed on average over 6 months in the U.S. and 10 months in Germany. A patient contract comprise set-up fees and monthly therapy fees. Set-up fees are recognized at the outset of the contract and therapy revenue is recognized ratably over the therapy period. Patient therapy is restricted to being completed by a patient within a specified time frame.

Research grants and other subsidies represent revenue from certain German government agencies to cover certain patients within an insurance group and also to reimburse NovaVision AG for certain payroll and other costs. The Company provides a valuationrecognizes grant revenue when services or costs have been incurred which would entitle the Company to use the German government funds, and the grant requirements have been satisfied.

Deferred revenue results from patients paying for the therapy in advance of receiving the therapy.

F-8

Accounts Receivable

The Company's accounts receivable are due from the hospitals and distributors in the case of Vycor Medical, and from patients directly therapy or physicians for diagnostic products in the case of NovaVision. Accounts receivable are due once products have been delivered or at the time the therapy is initiated; however, for NovaVision therapy patients sometimes credit is extended through various payment plans based on individual financial conditions, generally not to exceed the 9 or 10 month therapy period. The outstanding balances are stated net of an allowance if necessary, to reduce deferred tax assets to their estimated realizable value.

2. Note Payable — Stockholder (Member)

for doubtful accounts. The note payable stockholder (member) is non-interest bearing and due on demand.

3. Long-Term Debt

The long-term debt bears interest at a rate equal to the Applicable Federal Rate and is due on June 21, 2008. The holder of this debt has, among other, the right to convert the debt toCompany determines its allowance by considering a number of ownership units basedfactors, including the length of time accounts receivable are past due, and the customer's ability to pay its obligations. The Company writes off accounts receivable when they become uncollectible.

Inventory

Inventories are comprised of Vycor Medical VBAS devices, components ancillary to NovaVision's medical device provided to patients and centers and diagnostic products, and are stated at the lower of cost or market, determined under the first-in, first-out method. The inventory is charged to cost of revenue at the time that a device is shipped to a customer or patient.

Foreign Currency

The Euro is the local currency of the country in which NovaVision AG conducts its operations and is considered the functional currency of this entity. All balance sheet amounts are translated to U.S. dollars using the U.S. exchange rate at the balance sheet date except for the equity section which is translated at historical rates. Operating statement amounts are translated using an average exchange rate for the period of operations. Foreign currency translation effects are accumulated as part of the accumulated other comprehensive income (loss) and included in shareholders' (deficit) in the accompanying Consolidated Balance Sheet.

Educational marketing and advertising expenses

The Company may incur costs for the education of customers on the valuationuses and benefits of theits products. The Company if the Company were to become publicly traded. It also contains warrants to purchase various percentages of units for a period of up to two yearswill include education, marketing and contains other provisions to prevent anti-dilution and to remainadvertising expense as a senior obligation. component of selling, general and administrative costs as such costs are incurred.

Website Costs

The debt is collateralized by a security interest inCompany capitalizes the Company’s intellectual property.

4. Warrants

Duringcosts associated with the years ended December 31, 2007acquisition of hardware and 2006,development tools as well as the Company issued warrantscreation of database tools in connection with consultingthe Company's website pursuant to authoritative guidance. Other costs including the development of functionality and investment services providedidentification of software tools are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock based compensation awards to employees using a fair-value-based method, for costs related to all share-based payments including stock options. These standards require companies to estimate the Company. The fair valuesvalue of these warrants were computed undershare-based payment awards on the Black-Scholes modeldate of grant using an option-pricing model.

Fair Values of Assets and were chargedLiabilities

Effective January 1, 2008, the relevant FASB standards define the fair value as the exchange price that would be received for an asset or paid to operationstransfer a liability (an exit price) in the year of issuance. The compensation expense recordedprincipal or most advantageous market for the year endedasset or liability in an orderly transaction between market participants on the measurement date. These standards require that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. These standards also established a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

There are three general valuation techniques that may be used to measure fair value, as described below:

a) Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

b) Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

c) Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

F-9

Financial assets and liabilities are valued using either level 1 inputs based on unadjusted quoted market prices within active markets or using level 2 inputs based primarily on quoted prices for similar assets or liabilities in active or inactive markets.  For certain long-term debt, fair value is based on present value techniques using inputs derived principally or corroborated from market data. Using level 3 inputs uses management's assessment about the assumptions market participants would utilize in pricing the asset or liability. In the Company's case this entailed assumptions used in pricing models for attached warrant calculations. Valuation techniques utilized to determine fair value are consistently applied.

The Company has no items that are subject to these standards as of December 31, 2007 and 2006 was $10,236 and $26,619 respectively.30, 2010.

5.

Net Loss Per Share

SFAS No. 128,Earnings per Share, requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted averageweighted-average number of common shares outstanding during the period. Diluted net loss per share reflectsis based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method.  Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. The Company's potential dilutive shares, which include outstanding common stock options, convertible notes payable and warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.

The following table sets forth the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuanceshares of common stock that then sharedare not included in the earningscalculation of diluted net loss per share because to do so would be anti-dilutive as of the Company, unlessend of each period presented:

               
    December 31,     December 31,    
    2010     2009    
 Stock options outstanding  833,333     1,050,000    
 Warrants to purchase common stock  90,191,077     38,510,584    
 Debentures convertible into common stock  47,414,223     99,604,160    
 Total  138,438,633     139,164,744    

Recent Accounting Pronouncements

In December 2009, FASB issued ASU No. 2009-16, Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the effect is to reduce a loss or increase earnings per share.

F-8

TABLE OF CONTENTS

VYCOR MEDICAL, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
December 31, 2007

5. Net Loss Per Share  – (continued)

As of December 31, 2007 the Company has outstanding warrants and options that would, if exercised, result inFASB Accounting Standards Codification for the issuance of 13,745,497FASB Statement No. 166,Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.The amendments in additional common shares.this Accounting Standards Update improve financial reporting by eliminating the exceptions for qualifying special-purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred financial assets. In addition, the amendments require enhanced disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. Comparability and consistency in accounting for transferred financial assets will also be improved through clarifications of the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In January 2010, FASB issued ASU No. 2010-06 - Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of these optionsdisaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and warrantsliabilities. A class is often a subset of assets or liabilities within a line item in accordancethe statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In February 2010, FASB issued ASU No. 2010-9 -Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity's requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and

F-10

revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In March 2010, FASB issued ASU No. 2010-11 -Scope Exception Related to Embedded Credit Derivatives. Embedded credit-derivative features related only to the transfer of credit risk in the form of subordination of one financial instrument to another are not subject to potential bifurcation and separate accounting as clarified by recently issued FASB guidance. Other embedded credit-derivative features are required to be analyzed to determine whether they must be accounted for separately. This update provides guidance on whether embedded credit-derivative features in financial instruments issued by structures such as collateralized debt obligations (CDOs) and synthetic CDOs are subject to bifurcation and separate accounting. The guidance is effective at the beginning of a company's first fiscal quarter beginning after June 15, 2010. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-13, Compensation - Stock Compensation: Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. ASU 2010-13 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early adoption permitted. We are currently evaluating the potential impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.  

The Company does not believe that any other recently issued, but not yet effective accounting standards will have a material effect on the Company's consolidated financial position, results of operations or cash flows.

5.   RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

On August 15, 2011, the Company filed with the Black Scholes valuation model is approximately $82,775. The effect of these optionsSecurities and warrantsExchange Commission ("SEC") a Current Report on earnings per share would be anti-dilutive so basic and diluted earnings are stated atForm 8-K, to report management's determination that the same amount.

As referred to in Note 1, the Company changed its entity form from a limited liability company to a corporation on August 15, 2007. Since a limited liability company does not have shares outstanding, no loss per share calculation can be madeCompany's financial statements for the year ended December 31, 2006 or2010, included in its Annual Report on Form 10-K filed with the SEC on March 31, 2011 (the "2010 Form 10-K"), should no longer be relied upon due to incorrect accounting in such financial statements with respect to warrants issued in connection with service agreements and for the cumulative period from inception tobeneficial conversion feature of certain convertible debentures.  The Company determined that the historical financial statements for the year ended December 31, 2007.

6. Commitments2010 included in the Company's 2010 Form 10-K require restatement to properly record these warrants and Contingencies

beneficial conversion features.

The Current Report on Form 8-K which the Company filed with the SEC on August 15, 2011 also reported management's determination that the Company's following financial statements should no longer be relied upon due to incorrect accounting in such financial statements with respect warrants issued in connection with service agreements and for the beneficial conversion feature of certain convertible debentures:

(i)for the year ended December 31, 2009, included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2010;
(ii)for the three months ended March 31, 2010, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2010;
(iii)for the three and six months ended June 30, 2010, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 16, 2010;
(iv)for the three and nine months ended September 30, 2010 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010; and
(v)for the three months ended March 31, 2011 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2010

The Company's management re-evaluated certain of its accounting policies and procedures in connection with the preparation of the Company's financial statements for the periods ended June 30, 2011, and determined that it had not properly accounted for warrants issued in connection with service agreements and for the beneficial conversion feature of certain convertible debentures. The Company leases its office spacehad previously not recognized the fair value of warrants issued in connection with consulting or other service agreements at the measurement date, and has previously recognized the expense ratably over the life of the warrant. The Company's management has determined that the proper accounting, following the guidance in ASC Topic 505, is to record the fair value of these warrants as a prepaid expense on the date of issuance, and recognize the expense ratably over the life of the underlying service agreement. The Company has, since December 2009, been determining the existence of a month to month basis. Rental expensebeneficial

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conversion feature of convertible debt based on the fair value of the conversion feature on the date of issuance, rather than using the intrinsic value of the conversion feature on the date of issuance, as required under ASC Topic 470.

The Company's board of directors and management has discussed the matters set forth herein with Paritz & Co., P.A., the Company's registered independent public accounting firm. Paritz & Co. was the Company's independent public accounting firm for each of the periods being restated as set forth above.

The tables below show the effects of the restatements on (i) the Company's consolidated balance sheets as of December 31, 2010 and 2009, (ii) the consolidated statements of operations for the years ended December 31, 2010 and 2009, and (iii) the consolidated statements of cash flows for the years ended December 31, 2010 and 2009. These adjustments are non-cash items and do not impact the Company's operating activities or cash flows from operations in any way.

                              
    Vycor Medical, Inc.
Consolidated Balance Sheets		 
    December 31, 2010     December 31, 2009 
    As
Reported		  Adjustment     Restated     As
Reported		  Adjustment     Restated 
                              
 Prepaid Expenses  106,782  538,520  a  645,302     22,369  -  a  22,369 
 Total Current Assets  362,683  538,520     901,203     106,855  -     106,855 
 Total Assets  1,615,174  538,520     2,153,694     400,960  -     400,960 
 Notes Payable  1,344,300  56,081  b  1,400,381     1,111,053  133,999  b  1,245,052 
 Total Liabilities  2,008,899  56,081     2,064,980     1,512,901  133,999     1,646,900 
 Additional Paid-in Capital  6,375,175  527,252  a,b  6,902,427     3,708,967  (111,346) a,b,e  3,597,621 
 Accumulated Deficit  (6,838,350) (44,813) c,d  (6,883,163)    (4,876,688) (22,653) d,e  (4,899,341)
 Total Stockholders' Equity (Deficit)  (393,725) 482,439     88,714     (1,111,941) (133,999)    (1,245,940)
 Total Liabilities and Stockholders' Equity  1,615,174  538,520     2,153,694     400,960  -     400,960 

                              
    Vycor Medical, Inc.
Consolidated Statements of Operations
For the Years Ended		 
    December 31, 2010     December 31, 2009 
    As
Reported		  Adjustment      Restated        As
Reported		  Adjustment      Restated 
         ��                    
 Stock Compensation  152,069  229,649  c  381,718     391,704  23,756  e  415,460 
 General and administrative  1,576,158  (38,702) c  1,537,456     685,707  -     685,707 
 Total Operating Expenses  1,800,236  190,947     1,991,183     1,119,167  23,756     1,142,923 
 Total Operating Loss  (1,532,523) (190,947)    (1,723,470)    (942,603) (23,756)    (966,359)
 Interest Expense  (214,661) 168,787  d  (45,874)    (249,505) (1,103) d  (248,402)
 Total Other Income (Expense)  (426,891) 168,787     (258,104)    (198,780) 1,103     (197,677)
 Net Loss  (1,961,662) (22,160)    (1,983,822)    (1,141,383) (22,653)    (1,164,036)
 Net Loss per share  (0.003) (0.000)    (0.003)    (0.039) (0.001)    (0.040)
    
    

F-12

                              
    Vycor Medical, Inc.
Consolidated Statements of Cash Flows
For the Years Ended		 
    December 31, 2010     December 31, 2009 
    As
Reported		  Adjustment     Restated     As
Reported		  Adjustment     Restated 
                              
 Net Loss  (1,961,662) (22,160)    (1,983,822)    (1,141,383) (22,653)    (1,164,036)
 Amortization of Debt Discount Expense  168,785  (168,785) d  -     146,405  (1,103) d  145,302 
 Share-based compensation  152,069  190,795  c  342,864     391,706  23,756  e  415,462 
 Shares issued for consulting services  40,625  (1,771)    38,854     17,437  -     17,437 
 Changes in Accrued liabilities  292,385  1,921     294,306     (13,466) -     (13,466)
 Cash used in operating activities  (1,450,270) -     (1,450,270)    (543,786) -     (543,786)
 Cash used in investing activities  (928,113) -     (928,113)    (62,133) -     (62,133)
 Cash provided by financing activities  2,489,500  -     2,489,500     422,552  -     422,552 
 Foreign currency translation adjustments  3,193  -     3,193     -  -     - 
 Net Increase (Decrease) in Cash  114,310  (0)    114,310     (183,367) -     (183,367)

Notes:
aGrant date fair value of warrants issued for consulting services
bElimination debt discount where no Beneficial Conversion Feature exists
cNet change in expense from converting amortization period from life of warrant to life of service agreement
dReversal of BCF amortization where no Beneficial Conversion Feature exists
eWrite-off of unamortized balance of share-based consulting fees for terminated agreements

F-13

6.   NOTES PAYABLE

As of December 31, 2010 and December 31, 2009, Notes Payable consists of:

         
    December 31, 2010  December 31, 2009 
 On December 29, 2009, in conjunction with a debt restructuring, the Company issued a convertible debenture in the amount of $70,000 payable to Fountainhead Capital Management Limited ("Fountainhead"). This debenture accrues interest rate of 6% per annum, is due August 31, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passuwith, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. On May 14, 2010, this loan was repaid  -  70,000 
         
 On December 29, 2009, in conjunction with a debt restructuring, the Company issued a convertible debenture in the amount of $371,362 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, was due August 31, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passuwith, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. On May 14, 2010, the due date for satisfaction was extended to March 30, 2011 and on March 28, 2011 this was further extended to August 31, 2011.  371,362  371,362 
         
 On December 29, 2009, the Company issued a convertible debenture in the amount of $350,000 payable Regent Private Capital, LLC ("Regent"). This debenture accrues interest rate of 6% per annum, is due August 31, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. On December 29, 2009, this debenture was amended to provide for automatic conversion, subject to the Company authorizing sufficient shares to convert this, and other existing instruments, and transferred to three parties. On January 11, 2010 (see Note 10), these notes were satisfied in accordance with the automatic conversion clause.  -  350,000 
         
 On December 29, 2009, the Company issued a convertible debenture in the amount of $453,690 payable Regent Private Capital, LLC ("Regent"). This debenture accrues interest rate of 6% per annum, is due August 31, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. On December 29, 2009, this debenture was amended to provide for automatic conversion, subject to the Company authorizing sufficient shares to convert this, and other existing instruments, and transferred to five parties. On January 11, 2010, these notes were satisfied in accordance with the automatic conversion clause.  -  453,690 
         

F-14

December 31, 2010December 31, 2009
On February 3, 2010, the Company issued a convertible debenture in the amount of $70,000 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, was due August 31, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. On May 14, 2010, the due date for satisfaction was extended to March 30, 2011 and on March 28, 2011 this was further extended to August 31, 2011.70,000-
On September 30, 2010, the Company issued a convertible debenture in the amount of $85,000 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, is due August 31, 2011, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0175 per share, subject to adjustment and does not require bifurcation.85,000-
On October 14, 2010, the Company issued a convertible debenture in the amount of $90,000 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, is due August 31, 2011, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.0175 per share, subject to adjustment and does not require bifurcation.90,000-
On October 26, 2010, the Company issued a debenture in the amount of $77,500 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, is due on the earlier of August 31, 2011 or the date of receipt by the Company of cash from fundraisings in excess of a cumulative $3 million from October 26, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions.77,500-
On November 15, 2010, the Company issued a debenture in the amount of $322,500 payable to Fountainhead. This debenture accrues interest rate of 6% per annum, is due on the earlier of August 31, 2011 or the date of receipt by the Company of cash from fundraisings in excess of a cumulative $3 million from October 26, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions.322,500-
On November 15, 2010, the Company issued a convertible debenture in the amount of $350,000 payable to Peter Zachariou, a Director of the Company. This debenture accrues interest rate of 6% per annum, is due on the earlier of August 31, 2011 or the date of receipt by the Company of cash from fundraisings in excess of a cumulative $3 million from October 26, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.019 per share, subject to adjustment and does not require bifurcation. On December 20, the Company repaid $50,000 of this debenture and removed the convertible rights.300,000-

F-15

         
    December 31, 2010  December 31, 2009 
 On December 3, 2010, the Company issued a debenture in the amount of $40,000 payable to Berardino Investment Group. This debenture accrues interest rate of 6% per annum, is due June 30, 2011, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.019 per share, subject to adjustment and does not require bifurcation.  40,000  - 
         
 €33,000 unsecured, non-interest bearing loan from the chief executive of NovaVision AG, advanced a total of to NovaVision AG, which is being repaid in monthly installments to December 31, 2011  44,019  - 
 Total Notes Payable: $1,400,381 $1,245,052 

The following is a schedule of future minimum loan payments:

      
 Twelve months ending December 31,  Amount 
 2011 $1,400,381 
 2012  - 
 2013  - 
 2014  - 
 2015  - 
 Thereafter  - 
   $1,400,381 

As of December 31, 2010, $1,356,362 of the Company's notes payable is secured by a first security interest in all of the assets of the Company. The Company determines the existence of a beneficial conversion feature of its convertible debt under the guidance of ASC Topic 470 by assessing the intrinsic value of such conversion feature at the time of issuance. For each of the convertible debt instruments set out above, the fair value of the stock on the date of issue was either the same or less than the conversion price, and so there was no value attributable to any beneficial conversion feature.

7.   SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

(a) Business segments

The Company operates in two business segments: Vycor Medical, devices for neurosurgery; and NovaVision, neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss. Set out below are the revenues, gross profits and total assets for each segment.

         
    December 31, 
    2010  2009 
 Revenue:       
 Vycor Medical $307,582 $199,046 
 NovaVision  8,868  - 
 Total Revenue $316,450 $199,046 
 Gross Profit:       
 Vycor Medical  259,975  176,564 
 NovaVision  7,738  - 
 Total Gross Profit $267,713 $176,564 
 Total Assets:  (restated)  (restated) 
 Vycor Medical  1,085,680  400,960 
 NovaVision  1,068,014  - 
 Total Assets $2,153,694 $400,960 

F-16

(b) Geographic information. The Company operates in two geographic segments, the United States and Germany. Set out below are the revenues, gross profits and total assets for each segment.

         
    December 31, 
    2010  2009 
 Revenue:       
 United States $307,582 $199,046 
 Germany  8,868  - 
 Total Revenue $316,450 $199,046 
 Gross Profit:       
 United States  259,975  176,564 
 Germany  7,738  - 
 Total Gross Profit $267,713 $176,564 
 Total Assets:  (restated)  (restated) 
 United States  2,084,029  400,960 
 Germany  69,665  - 
 Total Assets $2,153,694 $400,960 

8.  PROPERTY AND EQUIPMENT

As of December 31, 2010 and 2009, Property and Equipment and the estimated lives used in the computation of depreciation is as follows:

         
    2010  2009 
         
 Machinery and equipment $93,764 $9,125 
 Purchased Software  10,000  - 
 Molds and Tooling  230,830  211,240 
 Furniture and fixtures  18,288  - 
 Therapy Devices  44,412  - 
 Internally Developed Software  540,000  - 
    937,294  220,365 
         
 Less: Accumulated depreciation and amortization  (164,106) (29,356)
         
 Property and Equipment, net $773,188 $191,009 

Estimated useful lives of property and equipment are as follows:

Therapy devices3 years
Computer equipment and software3 years
Furniture and fixtures7 years
Machinery and office equipment5 years
Internally Developed Software5 years

9.   INTANGIBLE ASSETS

As of December 31, 2010 and 2009, Intangible Assets consists of:

         
    December 31, 
    2009  2008 
 Amortized intangible assets: Patent (8 years useful life)       
 Gross carrying Amount $381,740 $123,166 
 Accumulated Amortization  (48,668) (29,462)
   $333,072 $93,704 
 Intangible assets not subject to amortization       
 Trademarks  130,000  - 

Amortization expense for the periods ended December 31, 2010 and 2009 was $21,539 and $14,046, respectively.

F-17

10.   EQUITY 

Certain Equity Transactions

On January 11, 2010, in accordance with the terms prescribed in Vycor Preferred Stock - Series A Convertible Preferred Stock ("New Preferred Shares"), a total of 531,376,500 New Preferred Shares held by Fountainhead were automatically converted into the same number of common shares. The New Preferred Shares had been issued to Fountainhead on conversion of $300,000 debentures in connection with a debt restructuring effective December 29, 2009.

On January 11, 2010, in accordance with the terms prescribed in debentures totaling $803,690, the Company issued 64,295,200 common shares to automatically convert said debentures at the rate of $0.0125 per share.

In accordance with the previously filed Certificate of Designation, the Company sold 140,000 shares of Series B Preferred Stock during the current fiscal year for $140,000. These shares were converted on September 11 2010, along with accrued interest, into 11,768,197 shares of the Company's Common Stock at a multiple of 80 common shares per Series B share.

On February 23, 2010, in consideration for services provided to the Board of (valued at $10,000), the Company issued 800,000 shares of its common stock.

In accordance with an agreement with Joe Simone for consulting services relating to identifying sales and marketing opportunities, increasing investor awareness of the Company, identifying potential new investors who might have an interest in investing in the Company, and other activities in the furtherance of the above, the Company issued 750,000 shares of its Common Stock valued at $9,375.

On April 14, 2010, by written consent of the Board of Directors, the Company developed the 2010 Professional/Consultant Stock Compensation Plan. It was further resolved that these shares be issued to Gregory Sichenzia for services provided to the Company by Sichenzia Ross Friedman Ference LLP, valued at $14,025.

From April 13, 2010 through May 10, 2010, the Company accepted Subscription Agreements from eleven subscribers for the purchase of its Common Stock. In accordance with these Agreements, 49,966,665 shares were purchased at $0.015 per share, totaling $749,500. Approximately $72,500 of reimbursable out-of-pocket costs were incurred by consultants in furtherance of these transactions.

On August 11, 2010, in consideration for services provided to the Board of Directors (valued at $16,250), the Company issued 812,500 shares of its common stock.

From July 20, 2010 through September 30, 2010, the Company accepted Subscription Agreements from six subscribers for the purchase of its Common Stock. In accordance with these Agreements, 9,428,571 shares were purchased at $0.0175 per share, totaling $165,000.

During October and November, 2010, the Company accepted two Subscription Agreements from a subscriber for the purchase of its Common Stock. In accordance with these Agreements, 4,000,000 shares were purchased at $0.0175 per share, totaling $70,000.

On November 12, 2010, in consideration for services provided to the Board of Directors (valued at $5,000), the Company issued 250,000 shares of its common stock.

From October to December, 2010, the Company accepted Subscription Agreements from six subscribers for the purchase of its Common Stock. In accordance with these Agreements, 23,684,211 shares were purchased at $0.019 per share, totaling $450,000.

11.   AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS 

Effective January 11, 2010, the Company (a) amended its Certificate of Incorporation to increase the Company's authorized capital to 1,010,000,000 shares comprising 1,000,000,000 shares of Common Stock par value $.0001 per share and 10,000,000 shares of Preferred Stock par value $0.0001 per share and (b) decreased the par value of the Company's Common Stock and Preferred Stock from $.001 per share to $.0001 per share

Effective July 11, 2010, the Company amended its Certificate of Incorporation to increase the Company's authorized capital to 1,510,000,000 shares comprising 1,500,000,000 shares of Common Stock par value $.0001 per share and 10,000,000 shares of Preferred Stock par value $0.0001 per share.

F-18

12.   SHARE-BASED COMPENSATION

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company's common stock or financial instruments that grant the recipient the right to acquire shares of the Company's common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, "Stock Compensation" (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for under in accordance with ASC Topic 718, ASC Topic 505, "Equity Payments to Non-Employees" or other applicable authoritative guidance.

Stock Option Plan

The Company adopted the Vycor Medical, Inc Employee, Director, and Consultant Stock Plan as of February 13, 2008, that includes both incentive stock options and nonqualified stock options to be granted to employees, officers, and consultants, independent contractors, directors and affiliates of the Company.   The board of directors establishes the terms and conditions of all stock options grants, subject to the Plan and applicable provisions of the Internal Revenue Code.  Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date.  The options granted to participants owning more than 10% of the Company's outstanding voting stock must be granted at an exercise price not less than 110% of the fair market value of the common stock on the grant date.  The options expire on the date determined by the board of directors, but may not extend mare than 10 years from the grant date, while incentive stock options granted to participants owning more than 10% of the Company's outstanding voting stock expire five years from the grant date. The vesting period for employees is generally over three years.  The vesting Period for nonemployees is determined based on the services being provided.

Under ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant date fair value is recognized over the option vesting period, the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis.  No employee stock options were granted for the years ended December 31, 2010 and 2009.

Initial grants totaling 500,000 shares each were issued on February 13, 2008 to Kenneth T. Coviello, Chief Executive Officer and Heather N. Vinas, President at an exercise price of $.135 per share.  The options vest 33 1/3 % on each of the first, second, and third anniversary of the grant and expire February 12, 2018. Accordingly, for the year ended December 31, 2010, the Company recognized share-based compensation amounts of $28,920 and $28,920, for each of the respective grants. Following Heather Vinas' resignation as President of the Company in May 2010, 166,667 options were cancelled.

The maximum number of shares of stock which maybe delivered under the plan shall automatically increase by a number sufficient to cause the number of shares covered by the plan to equal 10% of the total number of shares of stock then outstanding on a fully diluted basis.

Stock appreciation rights may be granted either on a stand alone basis or in conjunction with all or part of any other stock options granted under the plan.  As of December 31, 2009 there were no awards of any stock appreciation rights.

The Company from time to time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the "measurement date" using an option pricing model. The "measurement date" for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.

F-19

The details of the outstanding rights, options and warrants and value of such rights, options and warrants are as follows: 

STOCK WARRANTS:

            
     Number of shares      Weighted average exercise price per share 
            
 Outstanding at January 1, 2009  6,460,920    $0.39 
 Granted  32,900,132     0.007 
 Exercised  -     - 
 Cancelled or expired  (3,867,880)    0.26 
 Outstanding at January 1, 2010  35,493,172    $0.03 
 Granted  90,191,077     0.015 
 Exercised  -     - 
 Cancelled or expired  (9,079,473)    0.015 
 Outstanding at December 31, 2010  116,604,776    $0.019 

STOCK OPTIONS:

            
     Number of shares      Weighted average exercise price per share 
 Outstanding at January 1, 2009  1,050,000    $0.14 
 Granted  -     - 
 Exercised  -     - 
 Cancelled or expired  (50,000)    0.14 
 Outstanding at January 1, 2010  1,000,000    $0.14 
 Granted  -     - 
 Exercised  -     - 
 Cancelled or expired  (166,667)    0.14 
 Outstanding at December 31, 2010  833,333    $0.14 

The weighted-average remaining contractual life of outstanding warrants and options is 2.24 and 7.88 years, respectively. 

Employment Agreements

On February 10, 2010, Kenneth T. Coviello, Chief Executive Officer and Heather N. Vinas, (former President and Chairwoman) executed amendments to their existing employment agreements. Each agreed to a modification of monthly compensation from $8,500 to $12,500, and further agreed to forego a provision for potential cash bonus in excess of base compensation. All other terms and conditions of the existing agreements remain in full force. Concurrent with this amendment, Coviello and Vinas each executed amendments to their existing warrants to purchase common stock. These amendments reduce the total number of shares subject to purchase from 80,631,353 to 48,540,708 for each officer.

Consulting Agreements

On February 10, 2010, the Company entered into a Consulting Agreement with Fountainhead Capital Management Limited ("FCML") pursuant to which FCML will provide a number of services to the Company. These services include, but are not limited to, certain strategic advisory services, certain financial services, identifying and evaluating potential investors and or potential merger and acquisition candidates for the Company, and other advisory services. The term of the Consulting Agreement is two years. In consideration for the above, FCML will be paid a monthly retainer of $8,500, which shall be accrued and paid (at the option of FCML) in cash (following Vycor completing an additional funding of at least $1.5 million) or in Company stock valued at $0.0125 per share. In addition, upon execution of the Consulting Agreement, the Company shall issue to FCML warrants to purchase 39,063,670 shares of the Company's Common Stock, at a price of $0.0125 per share and is obligated to issue to FCML warrants to purchase an additional 39,063,670 shares of the Company's Common Stock, at a price of $0.0125 per share should new funding totaling $3 million in aggregate in Common Stock of Vycor or in securities convertible into Common Stock of Vycor at a price of no less than $0.0125 per share of Common Stock be closed during the term of the Consulting Agreement. All warrants are exercisable over a five-year term.

F-20

On May 14, 2010, upon the resignation and foregoing of the existing employment agreement, Heather N. Vinas ("Vinas") entered into a Consulting Agreement to provide transition services to the Company to assist in a seamless and smooth transition from her position with the Company. In this regard, Vinas will make herself available for up to five hours per month to provide services to the Company and will communicate with the Company's customers, related physicians, vendors and other persons or entities who do business with the Company to advise them of the new capacity under which she shall operate in support of the Company's good and continued relationships with such persons and entities. In consideration of these services, beginning in July, 2010 the Company will pay Vinas $6,250 per month over the 12 month term of the Consulting Agreement.

Non-Employee Stock Based Compensation

Under the terms of a consulting agreement dated February 2010, the Company issued fully vested warrants to Fountainhead to purchase up to 39,063,670 shares of the Company's common stock at $0.0125 per share. The warrants are valid from February 10, 2010 for a period of five years. The fair value of these warrants was estimated using the Black-Scholes option pricing model and is being amortized over the two-year life of the consultancy agreement. For the year ended December 31, 2010, $158,698 was recognized as share-based compensation in connection with this agreement.

Under the terms of a twelve month sales and marketing consulting agreement dated March 2010, the Company issued 750,000 shares of its Common Stock to Joe Simone, valued at $9,375. For the year ended December 31, 2010, $7,604 was recognized as share-based compensation in connection with this agreement.

During the year ended December 31, 2010, the Company issued an aggregate 1,150,000 of shares of common stock to Steven Girgenti for services rendered to the board of directors. For the year ended December 31, 2010, $20,000 was recognized as share-based compensation for the issuance of these shares.

During the year ended December 31, 2010, the Company issued an aggregate 262,500 of shares of common stock to Konstantin V. Slavin and 300,000 to Ramin Rak for services rendered to the board of directors. For the year ended December 31, 2010, $11,250 was recognized as share-based compensation for the issuance of these shares.

Under the terms of an Extension of Funding Commitment agreement dated September 2010, the Company issued warrants to Fountainhead to purchase up to 50,627,407 shares of the Company's common stock at $0.0175 per share. The warrants are valid from September 29, 2010 for a period of five years. The fair value of these warrants was estimated using the Black-Scholes model and is being amortized over the life of the agreement to August 30, 2011. For the year ended December 31, 2010, $126,043 was recognized as share-based compensation in connection with this agreement.

Under the terms of a one year consulting agreement dated December 6, 2010, the Company issued warrants to Market Media Connect, LLC to purchase up to 500,000 shares of the Company's common stock at $0.07 per share. The warrants are valid from December 1, 2010 for a period of three years. The fair value of these warrants was estimated using the Black-Scholes model and is being amortized over the life of the consulting agreement. For the year ended December 31, 2010, $278 was recognized as share-based compensation in connection with this agreement.

Aggregate stock-based compensation expense charged to operations on employee options and on stock and warrants granted to the above non-employees for the year ended December 31, 2010 is $381,718. As of December 31, 2010, there was approximately $600,034 of total unrecognized compensation costs related to warrant and stock awards and non-vested options, which are expected to be recognized over a weighted average period of approximately 0.76 years

Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.  The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing private placement purchase price. Expected volatility was based on the historical volatility of a peer group of publicly traded companies. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Constant Maturity rate.

F-21

The following assumptions were used in calculations of the Black-Scholes option pricing model in the years ended December 31, 2010 and 2009:

         
    Year ended December 31, 
    2010  2009 
 Risk-free interest rates   0.10-2.39 %  0.10 % 
 Expected life   3 years  3 years 
 Expected dividends  0%  0% 
 Expected volatility   96%  96% 
 Vycor Common Stock fair value  $0.0125-$0.019  $0.0125 

13. INCOME TAXES  

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements.  Prior to August 15, 2007 the Company was a limited liability company and losses were flowed through to the individual members, therefore the Company only has potential tax benefits from the date it became a 'C' corporation.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:

            
    December 31,
2010		     December 31,
2009		 
 Gross deferred tax assets   1,573,000     1,032,500 
 Valuation allowance   (1,573,000)    (1,032,500)
 Net deferred tax asset   —     — 

As of December 31, 2010 and 2009, the Company has U.S. federal net operating loss carryforwards of approximately $4,493,000 and $2,950,000, respectively.  The federal net operating loss carryforwards expire in the tax years 2027 through 2030.

Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company's net operating loss carryforwards and research and development credits may be subject to the above limitations.

At December 31, 2010 the Company has available for carryforward German net operating losses of approximately $130,000, to be applied against future German taxable income which may be subject to certain restrictions and limitations. Such carryforwards are subject to certain restrictions and limitations in the event of changes in the NovaVision AG's ownership.

The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has determined that a 100% valuation allowance is appropriate at December 31, 2010 and 2009.

14.   COMMITMENTS AND CONTINGENCIES

Lease

The Company executed a lease agreement for administrative office space at its current location of 3651 FAU Boulevard, Boca Raton, Florida. The lease term is 12 months from December 1, 2010. Rental expense for the year ended December 31, 2010 and 2010 were $56,795 and $20,351, respectively.

F-22

15. RELATED PARTY TRANSACTIONS

In January 2010 the Company issued a convertible debenture for $74,500 to Fountainhead Capital Management Limited ("Fountainhead"), holder of approximately 72.6% of the common shares of the Company, as more fully disclosed in Note 6 of the Notes to the Financial Statements. This debenture was repaid in May 2010

In February 2010 the Company issued a convertible debenture for $70,000 to Fountainhead, as more fully disclosed in Note 6 of the Notes to the Financial Statements.

In February 2010 the Company entered into a Consulting Agreement with Fountainhead. Under the terms of the agreement, Fountainhead receives $8,500 as a monthly consulting fee, which is to be accrued and converted into stock or paid in cash once a certain level of cash has been raised. Under the terms of the agreement, the Company also issued warrants to Fountainhead to purchase up to 39,063,670 shares of the Company's common stock at $0.0125 per share. The warrants are valid from February 10, 2010 for a period of five years.

In March 2010 the Company issued a convertible debenture for $102,000 to Fountainhead, as more fully disclosed in Note 6 of the Notes to the Financial Statements. This debenture was repaid in May 2010

In May 2010 the Company issued a convertible debenture for $45,000 to Fountainhead, as more fully disclosed in Note 6 of the Notes to the Financial Statements. This debenture was repaid in May 2010.

In September 2010 the Company issued a convertible debenture for $85,000 to Fountainhead, as more fully disclosed in Note 6 of the Notes to the Financial Statements.

In September 2010 the Company entered into a new agreement with Fountainhead under which Fountainhead agreed to extend a previously disclosed agreement to fund or procure funding for Vycor Medical's monthly operating expenses for through August 2011. Under the terms of the agreement, the Company issued warrants to Fountainhead to purchase up to 50,627,407 shares of the Company's common stock at $.0175 per share. The warrants are valid from September 29, 2010 for a period of five years.

In October 2010 the Company issued a convertible debenture for $90,000, and a $77,500 non-convertible debenture to Fountainhead, as more fully disclosed in Note 6 of the Notes to the Financial Statements.

In November 2010 the Company issued a non-convertible debenture for $322,500, as more fully disclosed in Note 6 of the Notes to the Financial Statements.

In November 2010 the Company issued an unsecured, subordinated loan note to Fountainhead for $20,000. The note was repaid in December 2010.

In November 2010 the Company issued a convertible debenture for $350,000 to Peter Zachariou, a director of the Company, as more fully disclosed in Note 6 of the Notes to the Financial Statements. In December 2010 $50,000 of this debenture was repaid and the convertible rights removed.

In January, February and March 2011 the Company issued unsecured, subordinated loan notes to Fountainhead for a total of $99,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In January 2011 the Company issued an unsecured, subordinated loan note to Peter Zachariou, a director of the Company for $15,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In February 2011 the Company issued an unsecured, subordinated loan note to Peter Zachariou, a director of the Company for $40,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

In February 2011 the Company issued an unsecured, subordinated loan note to David Cantor, a director of the Company for $10,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011

16. SUBSEQUENT EVENTS

Common Stock Subscriptions

In January and February 2011, the Company received subscription agreements from three investors to purchase an aggregate of 7,578,947 shares of Company common stock at a price of $0.010 per share for aggregate gross proceeds of $144,000.

F-23

On February 5, 2011, in consideration for services provided to the Board of Directors (valued at $5,000), the Company issued 250,000 shares of its common stock to Steven Girgenti.

Loan Agreements

In January, February and March 2011, the Company issued unsecured, subordinated loan notes to Fountainhead, Peter Zachariou and David Cantor - all related parties - totaling $164,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011.

In February and March 2011, the Company issued unsecured, subordinated loan notes to Craig Kirsch totaling $40,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due April 30, 2011.

On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. The term note bears interest at 16% per annum and is due June 25, 2011. In connection with the loan the company also issued warrants to purchase 400,000 shares of Company common stock at an exercise price of $0.03 per share for a period of three (3) years

Warrant Issuance

On March 2, 2011 the Company issued warrants to seven parties to purchase 14,710,530 shares of the Company's common stock at a price of $0.03 per share. The warrants are exercisable over a period of three years from the date of issuance.

Consulting Agreement

In March 2011 the Company entered into a consultancy agreement with Mr Jerold Ginder, a sales executive of Stryker Corporation. Mr Ginder has extensive experience in sales and marketing and the development of medical device products, and has contacts which will be of use to the Company. Under the terms of the one year agreement, which the Company has the right to terminate with 30 days notice, Mr Ginder will receive $5,000 a month and 18,000,000 restricted shares of common stock of the Company.

F-24

VYCOR MEDICAL, INC.
Consolidated Balance Sheets
(unaudited)

         
    June 30,
2011
  December 31,
2010
(restated, refer to Note 5)		 
 ASSETS        
         
 Current Assets        
         
 Cash $2,206,616 $127,081 
 Accounts receivable, net  106,249  76,460 
 Inventory  67,234  52,360 
 Prepaid expenses and other current assets  1,164,832  645,302 
 Total Current Assets  3,541,931  901,203 
         
 Fixed assets, net   711,662  773,188 
         
 Intangible and Other assets:        
 Trademarks  130,000  130,000 
 Patents, net of accumulated amortization  359,822  333,072 
 Website, net of accumulated amortization  5,935  3,932 
 Security deposits  11,252  12,299 
    507,009  479,303 
         
 TOTAL ASSETS  $4,760,602 $2,153,694 
         
 LIABILITIES AND STOCKHOLDERS' EQUITY       
         
 Current Liabilities        
 Accounts payable $233,010 $114,447 
 Accrued interest  93,261  36,992 
 Accrued liabilities  514,934  406,998 
 Other current liabilities  154,574  90,881 
 Notes payable - current  504,825  1,415,662 
    1,500,604  2,064,980 
         
 Notes payable - long-term  1,316,362  - 
 TOTAL LIABILITIES   2,816,966  2,064,980 
         
 STOCKHOLDERS' EQUITY       
 Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 46.8 and none issued and outstanding as at June 30, 2011 and December 31, 2010 respectively  -  - 
 Common Stock, $0.0001 par value, 1,500,000,000 shares authorized, 804,985,775 and 724,488,929 shares issued and outstanding at June 30, 2011 and December 31, 2010 respectively  80,499  72,449 
 Additional Paid-in Capital  11,537,350  6,902,427 
 Accumulated Deficit  (9,654,121) (6,883,163)
 Accumulated Other Comprehensive Income  (20,092) (2,999)
         
    1,943,636  88,714 
         
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,760,602 $2,153,694 

See accompanying notes to financial statements

F-25

VYCOR MEDICAL, INC.
Consolidated Statement of Operations
(unaudited)

                        
    For the three months ended June 30,     For the six months ended June 30, 
    2011     2010     2011     2010 
          (restated, refer to Note 5)           (restated, refer to Note 5) 
                        
 Revenue $142,331    $74,817    $287,453    $139,103 
                        
 Cost of Goods Sold  35,192     6,184     57,565     18,772 
                        
 Gross Profit  107,139     68,633     229,888     120,331 
                        
 Operating expenses:                      
 Research and development  37,484     762     61,336     5,648 
 Depreciation and Amortization  52,348     10,051     101,753     19,824 
 Stock Compensation  956,181     64,149     1,164,400     146,367 
 General and administrative  866,838     402,059     1,619,348     683,814 
                        
 Total Operating expenses  1,912,851     477,021     2,946,837     855,653 
                        
 Operating loss  (1,805,712)    (408,388)    (2,716,949)    (735,322)
                        
 Other income (expense)                      
 Other income  10,067     -     10,067     - 
 Interest expense  (39,613)    (11,797)    (63,534)    (24,402)
 Total Other expense  (29,546)    (11,797)    (53,467)    (24,402)
                        
                        
 Net Loss Before Taxes  (1,835,258)    (420,185)    (2,770,416)    (759,724)
                        
 Taxes  -     -     542     2,078 
                        
 Net Loss $(1,835,258)   $(420,185)   $(2,770,958)   $(761,802)
                        
 Loss Per Share                      
 Basic and diluted $(0.002)   $(0.001)   $(0.004)   $(0.001)
                        
 Weighted Average Number of Shares Outstanding  780,845,969     649,281,287     753,940,244     631,918,392 

See accompanying notes to financial statements

F-26

VYCOR MEDICAL, INC.
Consolidated Statement of Cash Flows

(unaudited)

            
    For the six months ended June 30 
    2011     2010
(restated, refer to Note 5)		 
 Cash flows from operating activities:          
 Net loss $(2,770,958)   $(761,802)
 Adjustments to reconcile net loss to cash used in operating activities:          
 Amortization of intangible assets  83,685     8,253 
 Depreciation of fixed assets  17,989     11,571 
 Amortization of debt discount expense  4,884     - 
 Share based compensation  1,164,600     146,367 
 Foreign currency gain  (4,156)    - 
 Net loss  (1,504,156))    (595,612)
            
 Changes in assets and liabilities:          
 Accounts receivable  (29,592)    (32,864)
 Inventory  (14,467)    (12,894)
 Prepaid expenses  (187,517)    (29,120)
 Security deposit  1,047     (1,283)
 Accounts payable  116,485     (170,079)
 Accrued interest  57,459     20,743 
 Accrued liabilities  102,909     51,497 
 Other current liabilities  56,535     - 
            
 Cash used in operating activities  (1,401,297)    (769,611)
 Cash flows used in investing activities:          
 Purchase of fixed assets  (16,071)    (1,931)
 Purchase of website  (3,360)    - 
 (Acquisition of)/reduction of patents  (56,435)    2,387 
 Cash used in investing activities  (75,866)    456 
 Cash flows from financing activities:          
 Net proceeds from issuance of Common stock  889,000     749,500 
 Net proceeds from issuance of Series B preferred stock  -     140,000 
 Net proceeds from issuance of Series C preferred stock  2,218,200     - 
 Net proceeds from issuance of Notes Payable  530,576     291,500 
 Repayment of Notes Payable  (81,582)    (291,500)
 Cash provided by financing activities  3,556,194     889,500 
 Effect of exchange rate changes on cash  504     - 
 Net increase in cash  2,079,535     120,345 
 Cash at beginning of period  127,081     12,771 
 Cash at end of period $2,206,616    $133,116 
            
 Supplemental Disclosures of Cash Flow information:          
 Interest paid: $-    $- 
 Taxes paid $-    $2,078 
 Non-Cash Transactions:          
 Warrants, options and common stock issued for debt financing  40,000    $803,690 
            
 See accompanying notes to financial statements 

F-27

VYCOR MEDICAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011
(unaudited)

1.  BASIS OF PRESENTATION

The condensed consolidated balance sheet as of December 31, 2010, which has been derived from restated audited financial statements, and the accompanying unaudited condensed financial statements have been prepared by Vycor Medical, Inc. (together with its consolidated subsidiaries, the "Company" or "Vycor") in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to the quarterly report on Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's annual report on Form 10-K/A for the year ended December 31, 2010, as amended and restated. Certain prior period amounts have been reclassified to conform to the current presentation. All financial information included in these Notes relating to the Company's financial position as of December 31, 2010 and results of operations for the interim periods ended June 30, 2010 have been restated to give effect to the accounting corrections discussed in Note 5.

2.  FORMATION AND BUSINESS OF THE COMPANY

Business Description

Vycor Medical, LLC was formed on June 17, 2005 as a New York Limited Liability Company. The Company changed its name to Vycor Medical, Inc. and converted to a Delaware Corporation on August 14, 2007 and 2006issued 16,048 shares of common stock in exchange for each of the 1,122 partnership units outstanding at date of conversion. The assets, liabilities and operations of the Company did not change pursuant to this reorganization, and the accompanying financial statements are presented as if the change occurred on the first day of the earliest period presented. Accordingly, all references to number of shares prior to the date of conversion are based upon the common stock equivalent of the partnership units outstanding on such dates.

The Company designs, develops and markets neurological medical devices and therapies through two operating divisions: Vycor Medical and NovaVision. Vycor Medical focuses on brain and cervical surgical access systems for sale to hospitals and medical professionals; NovaVision focuses on neuro-stimulation therapies and diagnostic devices for the treatment and screening of vision field loss.

3.   GOING CONCERN

The Company's financial statements have been presented on a basis that contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and assumes the Company will continue as a going concern. The Company has incurred losses since its inception, including a net loss of $2,770,958 for the six months ended June 30, 2011, and the Company expects to continue to incur substantial additional losses in the future, including significant development, marketing, manufacturing and distribution costs. The Company has generated negative cash flows from operations since inception. As of June 30, 2011 the Company had a stockholders' equity of $1,943,636 and cash and cash equivalents of $2,206,616. The Company believes it will not have enough cash to meet its various cash needs unless the Company is able to obtain additional cash from the issuance of debt or equity securities. There is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. If adequate funds are not available, the Company may have to delay development or commercialization of products or technologies that the Company would otherwise seek to commercialize, or cease operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

F-28

4.   ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Vycor Medical, Inc., and its wholly-owned subsidiaries, NovaVision, Inc. (a Delaware corporation) and NovaVision AG (a German corporation), a wholly owned subsidiary of NovaVision, Inc. The Company is headquartered in Boca Raton, FL. The operations of NovaVision, Inc. have been consolidated from November 30, 2010, the date of the acquisition of substantially all the assets of the former NovaVision, Inc. All material inter-company accounts, transactions, and profits have been eliminated in consolidation.

Research and Development

The Company expenses all research and development costs as incurred. For the six months ended June 30, 2011 and 2010 the amounts charged to research and development expenses were $13,900$61,336 and $2,872,$5,648, respectively.

Software Development Costs For Internal Use

The authoritative accounting guidance requires software development costs to be capitalized upon completion of the preliminary project stage. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company's software for internal use, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of three years. The Company acquired internally developed software valued at $540,000 as part of the acquisition of the assets of NovaVision, Inc. on November 30, 2010. For the six months ended June 30, 2011 and 2010 there was no capitalization of software development costs.

Uses of estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimated. To the extent management's estimates prove to be incorrect, financial results for future periods may be adversely affected. Significant estimates and assumptions contained in the accompanying consolidated financial statements include management's estimate of the allowance for uncollectible accounts receivable, amortization of intangible assets, and the fair values of options and warrants included in the determination of debt discounts and share based compensation.

Fair Values of Assets and Liabilities

Effective January 1, 2008, the relevant FASB standards define the fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. These standards require that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. These standards also established a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

There are three general valuation techniques that may be used to measure fair value, as described below:

a)Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;
b)Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and
c)Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

F-9Financial assets and liabilities are valued using either level 1 inputs based on unadjusted quoted market prices within active markets or using level 2 inputs based primarily on quoted prices for similar assets or liabilities in active or inactive markets.  For certain long-term debt, fair value is based on present value techniques using inputs principally derived or corroborated from market data. Using level 3 inputs uses management's assessment about the assumptions market participants would utilize in pricing the asset or liability. In the Company's case this entailed assumptions used in pricing models for attached warrant calculations. Valuation techniques utilized to determine fair value are consistently applied.

The Company has no items that are subject to these standards as of June 30, 2011.

TABLE OF CONTENTSF-29

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock and convertible debt.  Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. No dilution adjustment has been made to the weighted average outstanding common shares in the periods presented because the assumed exercise of outstanding options and warrants and the conversion of preferred stock and debt would be anti-dilutive.

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share:

               
    June 30,     June 30,    
    2011     2010    
 Stock options outstanding  833,333     833,333    
 Warrants to purchase common stock  243,142,310     66,139,264    
 Debentures convertible into common stock  55,308,960     35,308,960    
 Preferred shares convertible into common stock  103,999,993     -    
 Total  403,284,596     102,281,557    

Recent Accounting Pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

5.   RESTATEMENT

On August 15, 2011, the Company filed with the Securities and Exchange Commission ("SEC") a Current Report on Form 8-K, to report management's determination, and following discussions with the Company's independent registered public accounting firm, that the Company's financial statements for the year ended December 31, 2010, included in its Annual Report on Form 10-K filed with the SEC on March 13, 2011 (the "2010 Form 10-K"), should no longer be relied upon due to incorrect accounting in such financial statements with respect to warrants issued in connection with service agreements and for the beneficial conversion feature of certain convertible debentures.  The Company determined that the historical financial statements for the year ended December 31, 2010 included in the Company's 2010 Form 10-K require restatement to properly record these warrants and beneficial conversion features.

The Current Report on Form 8-K which the Company filed with the SEC on August 15, 2011 also reported management's determination that the Company's financial statements should no longer be relied upon due to incorrect accounting in such financial statements with respect warrants issued in connection with service agreements and for the beneficial conversion feature of certain convertible debentures:

(i)for the year ended December 31, 2009 included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2010;

(ii)for the three months ended March 31, 2010, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2010;

(iii)for the three and six months ended June 30, 2010, included in the Company's Quarterly Report on Form 10-Q filed with the SEC on August 16, 2010;

(iv)for the three and nine months ended September 30, 2010 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 15, 2010; and

(v)for the three months ended March 31, 2011 included in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2010

The Company's management re-evaluated certain of its accounting policies and procedures in connection with the preparation of the Company's financial statements for the periods ended June 30, 2011, and determined that it had not properly accounted

F-30

for warrants issued in connection with service agreements and for the beneficial conversion feature of certain convertible debentures. The Company had previously not recognized the fair value of warrants issued in connection with consulting or other service agreements at the measurement date, and has previously recognized the expense ratably over the life of the warrant. The Company's management has determined that the proper accounting, following the guidance in ASC Topic 505, is to record the fair value of these warrants as a prepaid expense on the date of issuance, and recognize the expense ratably over the life of the underlying service agreement. The Company has, since December 2009, been determining the existence of a beneficial conversion feature of convertible debt based on the fair value of the conversion feature on the date of issuance, rather than using the intrinsic value of the conversion feature on the date of issuance, as required under ASC Topic 470.

The Company is in the process of preparing amendments to the Forms 10-Q and 10-K for the prior periods noted above and plans to file those amendments with the SEC, reflecting the restatements related to these warrants and convertible debentures.

The Company's board of directors and management has discussed the matters set forth herein with Paritz & Co., P.A., the Company's registered independent public accounting firm which was also the Company's independent public accounting firm for the period impacted by this restatement as described above

The tables below show the effects of the restatements on (i) the Company's consolidated balance sheet as of December 31, 2010, (ii) the consolidated statements of operations for the three and six months ended June 30, 2010 and (iii) the consolidated statement of cash flows for the six months ended June 30, 2010. These adjustments are non-cash items and do not impact the Company's operating activities or cash flows from operations in any way.

VYCOR MEDICAL, INC.
Consolidated Balance Sheets
(unaudited)

                  
       Year Ended December 31, 2010 
       As Previously Reported     As Restated 
 ASSETS             
                  
 

Prepaid expenses and other current assets

     106,782     645,302 
     Total Current Assets     362,683     901,203 
     Total Assets    $1,615,174    $2,153,694 
                  
 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY             
                  
 Notes payable     1,344,300     1,415,662 
    Total Liabilities     2,008,899     2,064,980 
                  
 Additional Paid-in Capital     6,375,175     6,902,427 
 Accumulated Deficit     (6,838,350)    (6,883,163)
     Total Stockholder's (Deficit) Equity     (393,725)    88,714 
     Total Liabilities and Stockholders' Deficit    $1,615,174    $2,153,694 

F-31

VYCOR MEDICAL, INC.
Consolidated Statement of Operations
(unaudited)

                        
    For the three months ended June 30, 2010     For the six months ended June 30, 2010 
    As Previously Reported     As Restated     As Previously Reported     As Restated 
                        
 Operating expenses:                      
 Stock Compensation  89,795     64,149     149,863     146,367 
 General and administrative  402,056     402.059     683,814     683,814 
                        
 Total Operating expenses  502,664     477,021     859,149     855,653 
                        
 Operating loss  (434,031)    (408,338)    (738,818)    (735,322)
                        
 Other income (expense)                      
 Interest expense  (27,047)    (11,797)    (96,184)    (24,402)
 Total Other Income (expense)  (27,047)    (11,797)    (96,184)    (24,402)
                        
                        
 Net Loss $(461,078)   $(420,185)   $(837,080)   $(761,802)
                        
 Loss Per Share                      
 Basic and diluted $(0.001)   $(0.001)   $(0.001)   $(0.001)
                        
 Weighted Average Number of Shares Outstanding  649,281,287     649,281,287     631,918,392     631,918,392 

F-32

VYCOR MEDICAL, INC.
Statement of Cash Flows
(unaudited)

            
    For the six months ended June 30, 2010 
    As Previously Reported     As Restated 
 Cash flows from operating activities:          
            
 Net loss $(837,080)   $(761,802)
            
 Adjustments to reconcile net loss to cash used in operating activities:          
 Amortization of debt discount expense  71,781     - 
 Share based compensation  149,863     146,367 
            
 Cash used in operating activities  (769,611)    (769,611)
 Cash provided by / (used in) investing activities  456     456 
 Cash provided by financing activities   889,500     889,500 
 Net increase (decrease) in cash  120,345     120,345 
            
 Cash at beginning of period  12,771     12,771 
            
 Cash at end of period $133,116    $133,116 

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6.   NOTES PAYABLE

As of June 30, 2011 and December 31, 2010 Notes Payable consists of:

            
       June 30, 2011  December 31, 2010 
 On December 29, 2009 and February 3, 2010, the Company issued convertible debentures in the amount of $371,362 and $70,000, respectively, payable to Fountainhead Capital Management ("Fountainhead"), the beneficial owner of more than 50% of the Company's common stock. These debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the assets of the Company, and are senior to orpari passuwith, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debentures then outstanding into shares of common stock of the Company at the conversion price of $0.0125 per share, subject to adjustment and does not require bifurcation. These debentures were originally due August 31, 2010. On May 14, 2010, the due date for satisfaction was extended to March 30, 2011, on March 28, 2011 the due date was further extended to August 31, 2011 and on June 6, 2011 the due date was further extended to December 31, 2012.     441,362  441,362 
            
 On September 30, 2010 and October 14, 2010, the Company issued convertible debentures payable to Fountainhead in the amount of $85,000 and $90,000, respectively. These debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the assets of the Company, and are senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debentures then outstanding into shares of common stock of the Company at the conversion price of $0.0175 per share, subject to adjustment and does not require bifurcation. The debentures were originally due August 31, 2011, however the due date for satisfaction was extended on June 6, 2011 to December 31, 2012.     175,000  175,000 
            
 On October 26, 2010 and November 15, 2010, the Company issued debentures payable to Fountainhead in the amount of $77,500 and $322,500, respectively. These debentures accrue interest at a rate of 6% per annum, are secured by a first priority security interest in all of the assets of the Company, and are senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The debentures were originally due August 31, 2011, however the due date for satisfaction was extended on June 6, 2011 to December 31, 2012.     400,000  400,000 
            
 On November 15, 2010, the Company issued a convertible debenture in the amount of $350,000 payable to Peter Zachariou, a Director of the Company. This debenture accrues interest rate of 6% per annum, is due on the earlier of August 31, 2011 or the date of receipt by the Company of cash from fundraisings in excess of a cumulative $3 million from October 26, 2010, is secured by a first priority security interest in all of the assets of the Company, and is senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder is entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.019 per share, subject to adjustment and does not require bifurcation. On December 20, 2010, the Company repaid $50,000 of this debenture and removed the convertible rights. On June 6, 2011 the due date for satisfaction was extended to December 31, 2012.     300,000  300,000 
            

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       June 30, 2011  December 31, 2010 
 On December 3, 2010, the Company issued a debenture in the amount of $40,000 payable to Berardino Investment Group. This debenture accrued interest at a rate of 6% per annum, was due June 30, 2011, was secured by a first priority security interest in all of the assets of the Company, and was senior to orpari passu with, all other obligations of the Company, subject to certain conditions. The Holder was entitled to convert all or any amount of the principal face amount of the debenture then outstanding into shares of common stock of the Company at the conversion price of $0.019 per share, subject to adjustment and did not require bifurcation. On June 30, 2011, the entire principal and unpaid interest on this debenture was converted into 2,167,902 shares of the Company's Common Stock at the conversion price of $0.019 per share.     -  40,000 
            
 In January, February and March 2011 the Company issued short term, unsecured notes payable to Fountainhead in the amount of $15,000, $64,000 and $20,000, respectively. The notes accrue interest at a rate of 6% per annum, are due on demand and are junior to the secured convertible and non-convertible debentures of the Company.     99,000  - 
            
 In January and February 2011 the Company issued short term, unsecured notes payable to Peter Zachariou in the amount of $15,000 and $40,000, respectively. The notes accrue interest rate of 6% per annum, are due on demand and are junior to the secured convertible and non-convertible debentures of the Company.     55,000  - 
            
 In February 2011 the Company issued short term, unsecured notes in the amount of $10,000 payable to David Cantor, a Director of the Company. The notes accrue interest rate of 6% per annum, are due on demand and are junior to the secured convertible and non-convertible debentures of the Company.     10,000  - 
            
 On March 25, 2011 the Company issued a term note for $300,000 to EuroAmerican Investment Corp. ("EuroAmerican"). The term note bears interest at 16% per annum and was due June 25, 2011. In connection with the loan the Company also issued EuroAmerican warrants to purchase 400,000 shares of the Company's common stock at an exercise price of $0.03 per share for a period of three (3) years. On June 25, 2011 the due date for this note was extended to September 25, 2011 and the Holder was granted the right to convert all or any amount of the principal face amount of the debenture then outstanding and accrued interest into shares of common stock of the Company at the conversion price of $0.03 per share, subject to adjustment and does not require bifurcation.     300,000  - 
            
 Unsecured, non-interest bearing loan from the chief executive of NovaVision AG, advanced a total of to NovaVision AG, which is being repaid in monthly installments to December 31, 2011. As of June 30, and December 31, 2010 the remaining balance is €19,500 and €33,000, respectively.     27,701  44,019 
            
 Insurance policy finance agreements     13,124  15,281 
            
 Total Notes Payable:    $1,821,187 $1,415,662 

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The following is a schedule of future minimum loan payments:

         
 Twelve months ending June 30,     Amount 
     2011    $504,825 
     2012     1,316,362 
     2013     - 
     2014     - 
     2015     - 
     Thereafter     - 
         Total    $1,821,187 

As of June 30, 2011, $1,316,362 of Company's notes payable are secured by a first security interest in all of the assets of the Company.

7.   SEGMENT REPORTING, GEOGRAPHICAL INFORMATION

(a) Business segments

The Company operates in two business segments: Vycor Medical, which focuses on devices for neurosurgery; and NovaVision, which focuses on neuro stimulation therapies and diagnostic devices for the treatment and screening of vision field loss. Set out below are the revenues, gross profits and total assets for each segment.

               
    Three Months Ended June 30,  Six Months Ended June 30, 
    2011  2010  2011  2010 
 Revenue:             
 Vycor Medical $82,239 $74,817 $182,081 $139,103 
 NovaVision  60,092  -  105,372  - 
 Total Revenue $142,331 $74,817 $287,453 $139,103 
 Gross Profit:             
 Vycor Medical  60,890  68,633  153,615  120,331 
 NovaVision  46,249  -  76,273  - 
 Total Gross Profit $107,139 $68,633 $229,888 $120,331 

         
    June 30,
2011		  December 31,
2010 (restated, refer to Note 5)		 
 Total Assets:       
 Vycor Medical  3,322,035  1,085,680 
 NovaVision  1,441,549  1,068,014 
 Total Assets $4,763,584 $2,153,694 

(b) Geographic information

The Company operates in two geographic segments, the United States and Germany. Set out below are the revenues, gross profits and total assets for each segment.

               
    Three Months Ended June 30,  Six Months Ended June 30, 
    2011  2010  2011  2010 
 Revenue:             
 United States $105,193 $74,817 $209,202 $139,103 
 Germany  37,138  -  78,251  - 
 Total Revenue $142,331 $74,817 $287,453 $139,103 
 Gross Profit:             
 United States  79,767  68,633  173,658  120,331 
 Germany  27,372  -  56,230  - 
 Total Gross Profit $107,139 $68,633 $229,888 $120,331 
               

F-36

               
    Three Months Ended June 30,  Six Months Ended June 30, 
    2011  2010  2011  2010 
          June 30,  December 31, 
          2011  2010 (restated, refer to Note 5) 
 Total Assets:             
 United States        4,694,454  2,084,029 
 Germany        69,130  69,665 
 Total Assets       $4,763,584 $2,153,694 

8.  PROPERTY AND EQUIPMENT

As of June 30, 2011 and December 31, 2010, Property and Equipment and the estimated lives used in the computation of depreciation is as follows:

         
    June 30,
2011		  December 31,
2010		 
 Machinery and equipment $103,993 $93,764 
 Purchased Software  15,608  10,000 
 Molds and Tooling  230,830  230,830 
 Furniture and fixtures  19,729  18,288 
 Therapy Devices  52,219  44,412 
 Internally Developed Software  540,000  540,000 
    962,379  937,294 
         
 Less: Accumulated depreciation and amortization  (250,717) (164,106)
         
 Property and Equipment, net $711,662 $773,188 

Estimated useful lives of property and equipment are as follows:

Therapy devices3 years
Computer equipment and software3 years
Furniture and fixtures7 years
Machinery and office equipment5 years
Internally Developed Software5 years

9.   INTANGIBLE ASSETS

As of June 30, 2011 and December 31, 2010, Intangible Assets consists of:

         
    June 30,  December 31, 
    2011  2010 
 Amortized intangible assets: Patent (8 years useful life)       
 Gross carrying Amount $430,679 $381,740 
 Accumulated Amortization  (78,353) (48,668)
   $352,326 $333,072 
         
 Intangible assets not subject to amortization       
 Trademarks $130,000 $130,000 

Amortization expense for the six month periods ended June 30, 2011 and 2010 was $29,685 and $8,253, respectively.

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9.   EQUITY 

Certain Equity Transactions

In January and February 2011, the Company issued an aggregate of 7,578,947 shares of common stock to three investors at a price of $0.019 per share for aggregate gross proceeds of $144,000.

In February 2011, the Company issued 250,000 shares of its common stock (valued at $5,000) to Steven Girgenti in consideration for services provided to the Board of Directors. In May 2011, the Company issued an additional 222,222 shares of its common stock (valued at $5,000) to Mr. Girgenti.

On March 2, 2011, the Company issued warrants to seven parties to purchase 14,710,530 shares of the Company's common stock at a price of $0.03 per share. The warrants are exercisable over a period of three years from the date of issuance.

On March 25, 2011, in connection with the issuance by the Company of a term note for $300,000 to EuroAmerican Investment Corp, the Company issued warrants to purchase 400,000 shares of Company common stock at an exercise price of $0.03 per share for a period of three years from the date of issuance. The estimated fair value of this warrant was recorded as a debt discount at issuance and was amortized over the three-month term of the loan as interest expense.

In April 2011, the Company issued 24,444,442 shares of common stock together with Warrants to purchase 12,222,221 shares of common stock at an exercise price of $0.03 per share for a period of three years for aggregate gross proceeds of $550,000.

In April 2011, in connection with a consultancy agreement, the Company issued 18,000,000 shares of common stock (valued at $360,000) to Jerrald Ginder. On June 25, 2011, pursuant to an amendment to this consultancy agreement, the Company issued an additional 2,666,667 shares of common stock to Mr. Ginder in lieu of aggregate monthly cash payments due under the agreement totaling $60,000.

In May 2011, the Company issued 8,666,666 shares of common stock together with Warrants to purchase 4,333,334 shares of Company common stock at an exercise price of $0.03 per share for a period of three years for aggregate gross proceeds of $195,000.

On June 7, 2011, the Company completed the sale of 31.4 Units comprising Series C Convertible Preferred Shares and Warrants (the "Units") to accredited investors (the "Investors") (the "Preferred Offering") for aggregate proceeds of $1,570,000. The Units were issued pursuant to separate Series C Convertible Preferred Stock Purchase Agreements (the "Agreements") between the Company and each of the Investors.  This sale was an initial closing (the "Initial Closing") under the Agreements which allows for maximum proceeds of $3,000,000. Each Unit was priced at $50,000 and comprised one share of Series C Preferred Convertible Stock convertible (at the Holder's option or mandatorily upon the occurrence of certain events) into 2,222,222 shares of the Company's Common Stock ($0.0225 per share) and a Warrant to purchase 1,111,111 shares of the Company's Common Stock at $0.03 per share (subject to adjustments) for a period of three years (the "Warrant" or "Warrants").  A total of 31.4 shares of Series C Convertible Preferred Stock convertible into 69,777,773 shares of the Company's Common Stock and Warrants to purchase 34,888,890 shares of the Company's Common Stock were issued.  On June 28, 2011, the Company completed a second closing of the Preferred Offering (the "Second Closing") with the sale of an additional 15.40 Units to Investors for aggregate proceeds of $770,000. An additional 15.40 shares of Series C Convertible Preferred Stock convertible into 34,222,220 shares of the common stock and Warrants to purchase 17,111,111 shares of the Company's common stock were issued in connection with the Second Closing.  The Company entered into a Registration Rights Agreement with the Investors with respect to the Warrants.

On June 3, 2011, in connection with a consultancy agreement, the Company issued 15,500,000 shares of common stock (valued at $348,750) to GreenBridge Capital Partners IV, LLC.

On June 6, 2011, in connection with a consultancy agreement, the Company issued 1,000,000 shares of common stock (valued at $22,500) to Burnham Hill Advisors, LLC.

Burnham Hill Partners LLC ("BHP") served as placement agent in connection with the sale of 24.8 Units in the Preferred Offering. Pursuant to a placement agent agreement with BHP, the Company paid BHP a cash placement fee equal to seven percent (7%) of the gross proceeds received by the Company from Units placed by BHP. Also pursuant to the placement agent agreement, the Company issued BHP Warrants (the "Placement Agent Warrants") to purchase a number of shares equal to seven percent (7%) of the number of shares of common stock issuable upon conversion of the 24.8 Units placed by BHP (3,857,778 shares) in the Preferred Offering. The Placement Agent Warrants are exercisable for three years from the date of issuance at an exercise price of $0.0225 per share.

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On June 30, 2011, the entire principal and unpaid interest on a Debenture dated December 3, 2010 payable to Berardino Investment Group in the original principal amount of $40,000 was converted into 2,167,902 shares of common stock at a conversion price of $0.019 per share.

Under the terms of a Consulting Agreement dated February 10, 2010 with Fountainhead, the Company was required to issue to Fountainhead fully vested warrants to purchase 39,063,670 shares of the Company's common stock should certain conditions be met during the term of the Consulting Agreement. These warrants are exercisable at $0.0125 per share for a period of five years from February 2010. These warrants became issuable upon completion of the Preferred Offering and were issued in June 2011.

10.   SHARE-BASED COMPENSATION

The Company recognizes the cost of all share-based payments under the relevant authoritative accounting guidance. Share-based payments include any remuneration paid by the Company in shares of the Company's common stock or financial instruments that grant the recipient the right to acquire shares of the Company's common stock. For share-based payments to employees, which consist only of awards made under the stock option plan described below, the Company accounts for the payments in accordance with the provisions of ASC Topic 718, "Stock Compensation" (formerly referred to as SFAS No. 123(R)). Share-based payments to consultants, service providers and other non-employees are accounted for under in accordance with ASC Topic 718, ASC Topic 505, "Equity Payments to Non-Employees" or other applicable authoritative guidance.

Stock Option Plan

The Company adopted the Vycor Medical, Inc Employee, Director, and Consultant Stock Plan (the "Plan") as of February 13, 2008. The Plan provides for both incentive stock options and nonqualified stock options to be granted to employees, officers, consultants, independent contractors, directors and affiliates of the Company.   The board of directors establishes the terms and conditions of all stock option grants, subject to the Plan and applicable provisions of the Internal Revenue Code.  Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date.  The options granted to participants owning more than 10% of the Company's outstanding voting stock must be granted at an exercise price not less than 110% of the fair market value of the common stock on the grant date.  The options expire on the date determined by the board of directors, but may not extend mare than 10 years from the grant date, while incentive stock options granted to participants owning more than 10% of the Company's outstanding voting stock expire five years from the grant date. The vesting period for employees is generally over three years.  The vesting Period for non-employees is determined based on the services being provided. The maximum number of shares of stock which may be delivered under the plan shall automatically increase by a number sufficient to cause the number of shares covered by the plan to equal 10% of the total number of shares of stock then outstanding on a fully diluted basis.

Under ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant date fair value is recognized over the option vesting period, the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis.  No employee stock options were granted for the six month periods ended June 30, 2011 and 2010.

Initial grants of options to purchase 500,000 shares were issued under the Plan on February 13, 2008 to each of Kenneth T. Coviello, the Company's Chief Executive Officer and Heather N. Vinas, the Company's President at an exercise price of $0.135 per share.  The options vested 33-1/3% on each of the first, second, and third anniversary of the grant and expire February 12, 2018. Following Heather Vinas' resignation as President of the Company in May 2010, 166,667 unvested options were cancelled. Accordingly, for the six months ended June 30, 2011, the Company recognized share-based compensation only for the grant to Mr. Coviello.

Stock appreciation rights may be granted either on a stand alone basis or in conjunction with all or part of any other stock options granted under the plan.  As of June 30, 2010 there were no awards of any stock appreciation rights.

The Company from time to time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the "measurement date" using an option pricing model. The "measurement date" for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.

F-39

The details of the outstanding rights, options and warrants and value of such rights, options and warrants are as follows: 

            
 STOCK WARRANTS:    Number of shares      Weighted average exercise price per share 
            
 Outstanding at December 31, 2009  35,493,172    $0.030 
 Granted  90,191,077     0.015 
 Exercised          
 Cancelled or expired  (9,079,473)    0.015 
 Outstanding at December 31, 2010  116,604,776    $0.019 
 Granted  126,587,534     0.025 
 Exercised  -     - 
 Cancelled or expired  (50,000)    0.500 
 Outstanding at June 30, 2011  243,142,310    $0.022 
            
 STOCK OPTIONS:    Number of shares      Weighted average exercise price per share 
 Outstanding at December 31, 2009  1,000,000    $0.14 
 Granted          
 Exercised          
 Cancelled or expired  (166,667)    0.14 
 Outstanding at December 31, 2010  833,333    $0.14 
 Granted  -     - 
 Exercised  -     - 
 Cancelled or expired  -     - 
 Outstanding at June 30, 2011  833,333    $0.14 

As of June 30, 2011, the weighted-average remaining contractual life of outstanding warrants and options is 3.45 and 7.88 years, respectively. 

Non-Employee Stock Compensation

Under the terms of a consulting agreement dated February 2010, the Company issued fully vested warrants to Fountainhead to purchase up to 39,063,670 shares of the Company's common stock at $0.0125 per share. The warrants are valid from February 10, 2010 for a period of five years. The fair value of these warrants was estimated using the Black-Scholes option pricing model and is being amortized over the two-year life of the consultancy agreement. For the six months ended June 30, 2011, $89,548 was recognized as share-based compensation in connection with this agreement. Under the same agreement, the Company was also required to issue fully vested warrants to purchase an additional 39,063,670 shares of the Company's common stock, at a price of $0.0125 per share should new funding totaling $3 million in aggregate in Common Stock of Vycor or in securities convertible into Common Stock of Vycor at a price of no less than $0.0125 per share of Common Stock be closed during the term of the Consulting Agreement. These warrants became issuable upon completion of the Preferred Offering and were issued in June 2011. The fair value of these warrants was estimated at $658,651 using the Black-Scholes model and, because the performance criteria of the warrants had been satisfied on the date of issuance the full value was expensed immediately.

During the six months ended June 30, 2011, the Company issued an aggregate of 472,222 shares of common stock to Steven Girgenti for services rendered to the board of directors. For the six months ended June 30, 2011, $10,000 was recognized as share-based compensation for the issuance of these shares.

Under the terms of a twelve month sales and marketing consulting agreement dated March 2010, the Company issued 750,000 shares of its Common Stock to Joe Simone, valued at $9,375. For the six months ended June 30, 2011, $1,771 was recognized as share-based compensation in connection with this agreement.

Under the terms of an Extension of Funding Commitment agreement dated September 2010, the Company issued warrants to Fountainhead to purchase up to 50,627,407 shares of the Company's common stock at $0.0175 per share. The warrants are valid from September 29, 2010 for a period of five years. The fair value of these warrants was estimated using the Black-Scholes

F-40

model and is being amortized over the life of the agreement to August 30, 2011. For the six months ended June 30, 2011, $252,086 was recognized as share-based compensation in connection with this agreement.

Under the terms of a one year consulting agreement dated December 6, 2010, the Company issued warrants to Market Media Connect, LLC to purchase up to 500,000 shares of the Company's common stock at $0.07 per share. The warrants are valid from December 1, 2010 for a period of three years. The fair value of these warrants was estimated using the Black-Scholes model and is being amortized over the life of the consulting agreement. For the six months ended June 30, 2011, $1,671 was recognized as share-based compensation in connection with this agreement.

In March 2011 the Company entered into a one year consultancy agreement with Mr Jerrald Ginder, effective April 1, 2011. Mr Ginder has extensive experience in sales and marketing and the development of medical device products, and has contacts which will be of use to the Company. Under the terms of the agreement, which the Company has the right to terminate with 30 days notice, Mr. Ginder was to receive $60,000 cash, payable monthly, and 18,000,000 restricted shares of common stock of the Company. The stock has been valued by the Company at $360,000 and is being amortized over the life of the agreement as share-based compensation expense. On June 22, 2011, the Company and Mr. Ginder entered into an Amendment to the Consulting Agreement. Pursuant to this amendment, the Company issued to Mr. Ginder an additional 2,666,667 shares of the Company's common stock in lieu of the $60,000 cash due under the Consulting Agreement. The $60,000 value of the additional shares is also being amortized as share-based compensation over the life of the agreement. For the six months ended June 30, 2011, aggregate compensation recognized in respect of the Consulting Agreement, as amended, was $91,720.

In June 2011, the Company entered into a one year Consulting Agreement with GreenBridge Capital Partners, IV, LLC, to provide consulting and advisory services to the Company. Under the terms of this agreement, GreenBridge is to receive up to 15,500,000 shares of the Company's common stock. The stock has been valued by the Company at $348,750 and is being amortized over the life of the agreement as share-based compensation expense. For the six months ended June 30, 2011, $26,156 was recognized as share-based compensation in connection with this agreement.

In June 2011 the Company entered into a Consulting Agreement with Burnham Hill Advisors LLC ("BHA") under which BHA shall provide, for a period of six months, financial and strategic advice to the Company. BHA received 1,000,000 restricted shares of the Company's common stock. The stock has been valued by the Company at $22,500 and is being amortized over the life of the agreement as share-based compensation expense. For the six months ended June 30, 2011, $3,000 was recognized as share-based compensation in connection with this agreement.

Aggregate stock-based compensation expense charged to operations on employee options and on stock and warrants granted to the above non-employees for the six months ended June 30, 2011 is $1,164,400. As of June 30, 2011, there was approximately $865,739 of total unrecognized compensation costs related to warrant and stock awards and non-vested options,, which are expected to be recognized over a weighted average period of approximately 0.79 years.

Stock-based compensation expenses related to employee options and warrants granted to non-employees are recognized as the stock options and warrants are earned. The fair value of the stock options or warrants granted is estimated at the grant date, using the Black-Scholes option pricing model, and the expense is recognized on a straight-line basis over the shorter of the period over which services are to be received or the life of the option or warrant.  The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes option pricing model on the basis of the fair value of the underlying common stock on the measurement date, adjusted for the unique characteristics of those equity instruments, using the assumptions noted in the table below. The fair value of the common stock is determined by the then-prevailing private placement purchase price. Expected volatility was based on the historical volatility of a peer group of publicly traded companies. The expected term of options and warrants was based upon the life of the option, and the risk-free rate used was based on the U.S. Treasury Constant Maturity rate.

The following assumptions were used in calculations of the Black-Scholes option pricing model in the six month periods ended June 30, 2011 and 2010:

         
    Six months ended June 30, 
    2011  2010 
 Risk-free interest rates   0.57 - 1.60 %  2.39 % 
 Expected life   3 years  3 years 
 Expected dividends  0%  0% 
 Expected volatility   96%  96% 
 Vycor Common Stock fair value  $0.0125  $0.019-$0.0225 

F-41

11. INCOME TAXES  

The Company has incurred net operating losses since inception. The Company has not reflected any tax benefit related to such net operating losses in the financial statements.  Prior to August 15, 2007 the Company was a limited liability company and losses were passed through to the individual members, therefore the Company only has potential tax benefits from the date it became a 'C' corporation.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

The authoritative guidance requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, management has determined that a 100% valuation allowance is appropriate at June 30, 2011 and December 31, 2010. The Company's gross deferred tax assets and valuation allowance at June 30, 2011 and December 31, 2010 are as follows:

                     
    June 30, 2011     December 31, 2010 
 Gross deferred tax assets        1,900,000        1,573,000 
 Valuation allowance        (1,900,000)       (1,573,000)
 Net deferred tax asset        —        — 

As of June 30, 2011 and December 31, 2010, the Company has U.S. federal net operating loss carryforwards of approximately $5,600,000 and $4,493,000, respectively.  The federal net operating loss carryforwards expire in the tax years 2027 through 2031.

Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company's net operating loss carryforwards and research and development credits may be subject to the above limitations.

At June 30, 2011 and December 31, 2010 the Company has available for carryforward German net operating losses of approximately $285,000 and $125,000 respectively, to be applied against future German taxable income which may be subject to certain restrictions and limitations. Such carryforwards are subject to certain restrictions and limitations in the event of changes in the NovaVision AG's ownership.

12.   COMMITMENTS AND CONTINGENCIES

Lease

The Company executed a lease agreement for administrative office space at its current location of 3651 FAU Boulevard, Boca Raton, Florida. The lease term is 12 months from December 1, 2010. The Company vacated its premises at 80 Orville Drive, Bohemia, NY in February, 2011. Rental expense for the six months ended June 30, 2011 and 2010 was $104,337 and $17,108, respectively.

Kenneth Coviello retention bonus

Under the terms of the 2009 Recapitalization Agreement, certain accrued salaries totaling $70,643 were converted into a contingent retention bonus payable either on the closing of a Company fundraising of more than $1.5 million or on the sale of the Company (or substantially all of its assets) at a value above $3 million. The Company and Mr. Coviello are in negotiations with regard to this agreement and potential payment.

13. CONSULTING AND OTHER AGREEMENTS

Consulting Agreement with Jerrald Ginder

In March 2011 the Company entered into a one year consultancy agreement with Mr. Jerrald Ginder, a sales executive of Stryker Corporation, effective April 1, 2011. Mr. Ginder has extensive experience in sales and marketing and the development of medical device products, and has contacts which will be of use to the Company. Under the terms of the agreement, which the Company

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has the right to terminate with 30 days notice, Mr. Ginder was to receive $60,000 cash, payable monthly, and 18,000,000 restricted shares of common stock of the Company. The stock has been valued by the Company at $360,000 and is being amortized over the life of the agreement as share-based compensation expense. On June 22, 2011, the Company and Mr. Ginder entered into an Amendment to the Consulting Agreement. Pursuant to this amendment, the Company issued to Mr. Ginder an additional 2,666,667 shares of the Company's common stock in lieu of the $60,000 cash due under the Consulting Agreement. The $60,000 value of the additional shares is also being amortized as share-based compensation over the life of the agreement. For the six months ended June 30, 2011, aggregate compensation recognized in respect of the Consulting Agreement, as amended, was $91,720.

Supplement to Consulting Agreement with Fountainhead Capital Management Limited

On May 12, 2011, the Company entered into a Supplement to a prior Consulting Agreement with Fountainhead entered into on February 10, 2010 (amended September 29, 2010) to recognize Fountainhead's expanded responsibilities as a result of the acquisition by the Company of the assets of NovaVision, Inc. Under the terms of the Supplement, commencing January 1, 2011 the Company will pay to Fountainhead an additional monthly retainer of $29,000. This additional monthly retainer shall be accrued and paid out to Fountainhead at the option of Fountainhead as follows: (i) in Vycor stock at any time at $0.0225 per share; or (ii) in cash following the closing of a fundraising of no less than $2.5 million or on the sale of the Company or a substantial part of the assets thereof at any time after June 30, 2011. Notwithstanding, Fountainhead shall have the option to receive up to $5,000 of the additional monthly retainer in cash each month, commencing April 1, 2011. In addition, the term of the Consulting Agreement was extended to May 5, 2013. Other than as supplemented, the Consulting Agreement remains in full force and effect according to its terms.

Consulting Agreement with GreenBridge Capital Partners, IV, LLC

On June 3, 2011,the Company entered into a Consulting Agreement with GreenBridge Capital Partners, IV, LLC, a Delaware limited liability company ("GreenBridge"), to provide consulting and advisory services to the Company. Under the terms of this agreement GreenBridge is to receive up to 15,500,000 shares of the Company's Common Stock.  Said shares are subject to a Company repurchase option, which may be exercised within specified time periods at the Company's sole discretion.

Consulting Agreement with Burnham Hill Advisors LLC

The Company entered into a Consulting Agreement dated June 6, 2011 with Burnham Hill Advisors LLC ("BHA") under which BHA shall provide, for a period of six months, financial and strategic advice to the Company. BHA shall receive fees of $10,000 per month and received 1,000,000 restricted shares of the Company's Common Stock.

14. RELATED PARTY TRANSACTIONS

In January, February and March 2011 the Company issued unsecured, subordinated loan notes to Fountainhead for a total of $99,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due May 30, 2011.

In January and February 2011 the Company issued unsecured, subordinated loan notes to Peter Zachariou, a director of the Company for a total of $55,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due on demand.

In February 2011 the Company issued an unsecured, subordinated loan note to David Cantor, a director of the Company for $10,000. The loan notes are subordinated to the Company's secured debentures, bear interest at a rate of 6% and are due on demand.

On May 6, 2011, the Company entered into a Supplement to a prior Consulting Agreement with Fountainhead entered into on February 10, 2010 (amended September 29, 2010) to recognize Fountainhead's expanded responsibilities as a result of the acquisition by the Company of the assets of NovaVision, Inc. Under the terms of the Supplement, commencing January 1, 2011 the Company will pay to FCM an additional monthly retainer of $29,000. This additional monthly retainer shall be accrued and paid out to Fountainhead at the option of Fountainhead as follows: (i) in Vycor stock at any time at $0.0225 per share; or (ii) in cash following the closing of a fundraising of no less than $2.5 million or on the sale of the Company or a substantial part of the assets thereof at any time after June 30, 2011. Notwithstanding, Fountainhead shall have the option to receive up to $5,000 of the additional monthly retainer in cash each month, commencing April 1, 2011. In addition, the term of the Consulting Agreement was extended to May 5, 2013. Other than as supplemented, the Consulting Agreement remains in full force and effect according to its terms.

Under the terms of a Consulting Agreement dated February 10, 2010 with Fountainhead, the Company was required to issue to Fountainhead fully vested warrants to purchase an additional 39,063,670 shares of the Company's Common Stock, at a price

F-43

of $0.0125 per share should new funding totaling $3 million in aggregate in Common Stock of Vycor or in securities convertible into Common Stock of Vycor at a price of no less than $0.0125 per share of Common Stock be closed during the term of the Consulting Agreement. These warrants became issuable upon completion of the Preferred Offering and were issued in June 2011.

On June 6, 2011, in connection the Preferred Offering, Fountainhead agreed to extend to maturity of debentures totaling $931,362 to December 31, 2012. At the same time, Peter Zachariou, a director of the Company, agreed to extend the maturity of debentures totaling $300,000 to the same date.

15. SUBSEQUENT EVENTS

Preferred Stock Subscriptions

On August 4, 2011, the Company completed a final closing of the Preferred Offering (the "Final Closing") with the sale of an additional 13.2 Units to Investors for aggregate proceeds of $660,000. An additional 13.2 shares of Series C Convertible Preferred Stock convertible into 29,333,330 shares of the Company's Common Stock and Warrants to purchase 14,666,665 shares of the Company's Common Stock were issued in connection with the Final Closing. An aggregate of 60 Units were sold to Investors in the First Closing, Second Closing and Final Closing of the Preferred Offering for total proceeds of $3,000,000. A total of 60 shares of Series C Convertible Preferred Stock, convertible into an aggregate of 133,333,324 shares of Common Stock, and Warrants to purchase 66,666,666 shares of the Company's Common Stock.

Common Stock and Warrant Issuance

In August 2011 the Company issued 154,640 shares of Common Stock (valued at $5,000) to Steven Girgenti, 78,301 shares of Common Stock to Alvaro Pascale-Leone (valued at $3,125) and 428,571 shares of Common Stock (valued at $10,000) to McCombie Group, LLC in respect of consulting agreements.

In August 2011 the Company issued Warrants to purchase 2,300,000 shares of Company common stock at an exercise price of $0.03 per share for a period of three years to Millennium Capital Corporation in respect of consulting and advisory services.

Agreement with Partizipant, LLC

On July 31, 2011, the Company entered into an Agreement (the "Agreement") with Partizipant, LLC, a Delaware limited liability company ("Partizipant"), to provide a broad range of investor relations and public relations services as more particularly described in the Agreement, a copy of which is attached as Exhibit 10.1 to the Company's Current report on Form 8-K filed on August 4, 2011. Pursuant to the Agreement, the Company agreed to pay Partizipant a one-time payment of $300,000.

Agreement with Greenbridge Capital Partners IV, LLC

On August 18, 2011, the Company agreed with GreenBridge Capital Partners IV, LLC ("GreenBridge") to amend the Consulting Agreement between the parties dated as of June 3, 2011 ("Consulting Agreement") to modify the dates for exercise of the Company's repurchase option related to the shares delivered to Greenbridge pursuant to the terms of the Agreement.  Specifically, the parties agreed that, of the 15,500,000 shares delivered to GreenBridge, the Company would have the option to repurchase 5,166,666 of the shares prior to November 30, 2011 and an additional 5,166,667 shares prior to February 28, 2012.  The remaining 5,000,000 shares are not subject to a repurchase option. The shares which are the subject of the repurchase option are to be held in escrow by a third party.  In all other respects, the original Consulting Agreement remains in full force and effect as written.

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PART II — 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.     Other Expenses andof Issuance and Distribution

Although we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses of the registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered are estimated as follows:

         
 Nature of expense     Amount 
 SEC Registration fee    $435.00 
 Accounting fees and expenses    $5,000.00 
 Legal fees and expenses    $5,000.00 
 Printing expenses    $2,000.00 
 Miscellaneous    $1,000.00 
         
 TOTAL       $13,435.00 

 
SEC Registration Fee $87 
Printing Expenses $— 
Legal Fees and Expenses $55,000 
Accountants’ Fees and Expenses $30,000 
Blue Sky Fees and Expenses $2,000 
Transfer Agent’ Fees $— 
Miscellaneous Expenses $— 
Total $87,087 

All amounts are estimates other than the Securities and Exchange Commission’sCommission's registration fee. We are paying all expenses of the offering listed above.above through advances to the Company by the Company's founding shareholders. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 14.     Indemnification of Directors and Officers

Under Section 145Pursuant to our Certificate of Incorporation and By-Laws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the General Corporation Lawextent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The prior discussion of indemnification in this paragraph is intended to be to the fullest extent permitted by the laws of the State of Delaware, we can indemnify our directors and officers againstDelaware.

Indemnification for liabilities they may incur in such capacities, including liabilitiesarising under the Securities Act of 1933, as amended, (the “Securities Act”). Our certificate of incorporation provides that,may be permitted to directors or officers pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to our company and our stockholders. This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions thatforegoing provisions. However, we are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws provide for the indemnification of our directors to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law. Our bylaws further provide that we may modify the extent of such indemnification by individual contracts with its directors and officers.

We shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding; provided, however, that if the Delaware General Corporation Law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director and officers (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to us of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under the bylaws or otherwise.

We have been advisedinformed that, in the opinion of the Securities and Exchange Commission, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public

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TABLE OF CONTENTS

policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than the our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy, as expressed in the Securities Act and will be governed by the final adjudication of such issue.is, therefore, unenforceable.

We may enter into indemnification agreements with each of our directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. We have not entered into any indemnification agreements with our directors or officers, but may choose to do so in the future.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Item 15. Recent Sales of Unregistered Securities

Below is a list of securities sold by us withinfrom January 1, 2010 to the past three yearspresent date which were not registered under the Securities Act.

               
 Name of Purchaser  Date of Sale  Title of
Security		  Amount of Securities
Sold		  Consideration 
 Fountainhead Capital Management Limited  January 11, 2010  Common Stock  531,376,500  Debenture Exchange 
 Jodi Yeager  January 11, 2010  Common Stock  4,000,000  Debenture Conv. 
 Panamerica Capital Group, Inc.  January 11, 2010  Common Stock  8,787,600  Debenture Conv. 
 Hyperlink Media, LLC  January 11, 2010  Common Stock  9,187,600  Debenture Conv. 
 Karen Ginder  January 11, 2010  Common Stock  10,320,000  Debenture Conv. 
 Accessible Development Corp.  January 11, 2010  Common Stock  4,000,000  Debenture Conv. 
 Altitude Group, LLC  January 11, 2010  Common Stock  16,000,000  Debenture Conv. 
 Mario Zachariou  January 11, 2010  Common Stock  6,000,000  Debenture Conv. 
 Anthony Cantor  January 11, 2010  Common Stock  6,000,000  Debenture Conv. 
 SLJ Consulting Corp  January 12, 2010  Series B. Pref.  80,000  $80,000 
 Joseph Simone  January 12, 2010  Series B. Pref.  80,000  $35,000 
 Steven Girgenti  February 23, 2010  Common Stock  800,000  Professional services 

    
Name of Purchaser (Selling Stockholder) Date of Sale Title of Security Amount of Securities Sold Consideration
Kenneth Coviello September 5, 2005 Common Stock 5,117,922 $7,000
Heather N. Jensen September 5, 2005 Common Stock 5,117,922 $7,000
Sawmill Trust c/o
Mitchell Greene,
Robinson Brog Greene		 September 5, 2005 Common Stock 5,117,922 $7,000
Steven Thuilot November 10, 2005
February 3, 2006
March 1, 2006
April 13, 2006		 Common Stock 534,939 $50,000
Dr. Michael Wayne November 15, 2005 Common Stock 100,301 $25,000
Ed and Joanne Minder November 10, 2005
January 18, 2006
March 15, 2006		 Common Stock 267,469 $25,000
Larry Coviello November 10,2005
January 18, 2006
March 19, 2006		 Common Stock 281,859 $26,345
Robert Coviello November 1, 2005
January 18, 2006
March 19, 2006		 Common Stock 228,365 $21,345
Neal Clay March 14, 2006 Common Stock 107,041 $10,000
Joan Pallateri March 27, 2006 Common Stock 107,041 $10,000
Edwin Tironi March 14, 2006 Common Stock 160,482 $15,000
Susan and Lambert Dahlin March 24, 2006 Common Stock 160,482 $15,000
Prateek Parekh April 10, 2006 Common Stock 40,120 $10,000
Goran Avdicevic April 10, 2006 Common Stock 100,301 $25,000
Harpreet Anand April 10, 2006 Common Stock 64,193 $16,000
Anirban Sen April 10, 2006 Common Stock 60,181 $15,000
Joel R. Smart Living Trust July 7, 2006 Common Stock 50,151 $12,500
Clarence A. Dahlin Living Trust July 7, 2006 Common Stock 50,151 $12,500
Joel R. Smart Living Trust and Clarence A. Dahlin Living Trust October 26, 2006 Common Stock 100,301 $25,000

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 Name of Purchaser  Date of Sale  Title of
Security		  Amount of Securities
Sold		  Consideration 
 Kenneth D. Watkins  March 11, 2010  Series B. Pref.  25,000  $25,000 
 Jane G. Ellis  April, 2010  Common Stock  6,666,667  $100,000 
 Gregory Sichenzia  April 2010  Common Stock  934,986  Professional Services 
 Joe Simone  April 2010  Common Stock  750,000  Professional services 
 Myles F. Wittenstein  May 2010  Common Stock  3,300,000  $49,500 
 Guri Dauti  May 2010  Common Stock  2,333,333  $35,000 
 Stanley Katz  May 2010  Common Stock  3,000,000  $45,000 
 Stanley Katz  May 2010  Common Stock  3,000,000  $45,000 
 Duane John Renfro  May 2010  Common Stock  3,333,333  $50,000 
 Glenn Fleischacker  May 2010  Common Stock  3,333,333  $50,000 
 Datavision Computer Video, Inc.  May 2010  Common Stock  1,666,667  $25,000 
 Thomas Ambrose  May 2010  Common Stock  3,333,333  $50,000 
 Jack Lens  May 2010  Common Stock  3,333,333  $50,000 
 IRA Services Trust Company  May 2010  Common Stock  13,333,333  $200,000 
 Falcon Partners BVBA  May 2010  Common Stock  3,333,333  $50,000 
 Konstantin Slavin  July 2010  Common Stock  262,500  Professional services 
 Ramon Rak  July 2010  Common Stock  300,000  Professional Services 
 Steven Girgenti  July 2010  Common Stock  250,000  Professional services 
 Sal & Kathryn DeMarco  July 2010  Common Stock  4,241,072  $76,250 
 Jarvis D & Molly Littlefield  August 2010  Common Stock  2,857,143  $50,000 
 Berardino Investment Group  August 2010  Common Stock  1,428,571  $25,000 
 Panayiotis Panayiotou  August 2010  Common Stock  571,429  $10,000 
 Simon Becker  August 2010  Common Stock  6,285,714  $110,000 
 Richard H. Lawson  September 2010  Common Stock  1,428,571  $25,000 
 SLJ Consulting  September 2010  Common Stock  6,548,515  Preferred Conversion 
 Joe Simone  September 2010  Common Stock  3,139,463  Preferred Conversion 
 Kenny Watkins  September 2010  Common Stock  2,080,219  Preferred Conversion 
 Sal & Kathryn DeMarco  October 2010  Common Stock  2,285,714  $40,000 
 Sal & Kathryn DeMarco  November 2010  Common Stock  1,714,286  $30,000 
 Steven Girgenti  November 2010  Common Stock  250,000  Professional services 
 Myles F. Wittenstein  November 2010  Common Stock  2,631,579  $50,000 
 Brunella Jacs LLC  November 2010  Common Stock  2,631,579  $50,000 
 Dr. Sam Fox  November 2010  Common Stock  2,631,579  $50,000 
 Neil A. Weiss  December 2010  Common Stock  5,263,158  $100,000 
 Stephen Nicholas Bunzl  December 2010  Common Stock  7,894,737  $150,000 
 Peter Lawrence  December 2010  Common Stock  2,631,579  $50,000 
 Stephen Rathkopf  January 2011  Common Stock  1,000,000  $19,000 
 Steven Girgenti  January 2011  Common Stock  250,000  Professional services 
 Datavision Computer Video, Inc.  February 2011  Common Stock  1,315,789  $25,000 
 Dr. Wayne Fleischacker  February 2011  Common Stock  5,263,158  $100,000 
 Jerrald Ginder  April 2011  Common Stock  18,000,000  $360,000 
 Ilex Investments, LP  April 2011  Common Stock  8,888,888  $200,000 
 Carol Tambor  April 2011  Common Stock  2,222,222  $50,000 
 Neil Weiss  April 2011  Common Stock  4,444,444  $100,000 
 Myles Wittenstein  April 2011  Common Stock  2,222,222  $50,000 
 Duane John Renfro  April 2011  Common Stock  2,222,222  $50,000 
 Stephen Nicholas Bunzl  April 2011  Common Stock  2,222,222  $50,000 
 Jack Lens  April 2011  Common Stock  2,222,222  $50,000 
 Robert Crames  May 2011  Common Stock  2,222,222  $50,000 
 Sal & Kathryn DeMarco  May 2011  Common Stock  1,111,111  $25,000 
 Steven Girgenti  May 2011  Common Stock  222,222  Professional Services 
 Maurice Reissman  May 2011  Common Stock  4,444,444  $100,000 

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 Name of Purchaser  Date of Sale  Title of
Security		  Amount of Securities
Sold		  Consideration 
 GreenBridge Capital Partners IV, LLC  June 2011  Common Stock  15,500,000  Consulting Services 
 Matthew Balk  June 2011  Common Stock  700,000  Financial Advisory Services 
 Jason Adelman  June 2011  Common Stock  200,000  Financial Advisory Services 
 Daniel Schneiderman  June 2011  Common Stock  100,000  Financial Advisory Services 
 Dashka Solanky  June 2011  Common Stock  888,889  $20,000 
 Berardino Investment Group  June 2011  Common Stock  2,167,902  Debenture Conversion 
 Jerrald Ginder  June 2011  Common Stock  2,666,667  Debt Conversion 
 Alvaro Pascale Leone  August 2011  Common Stock  78,300  Services 
 Steven Girgenti  August 2011  Common Stock  154,600  Professional Services 
 McCombie Group, LLC  August 2011  Common Stock  428,571  Consulting Services 
 MKM Opportunity Master Fund, Ltd  June 7, 2011  Series C Preferred Stock  3.0*  $250,000 
 Andrew Mitchell  June 7, 2011  Series C Preferred Stock  .5*  $25,000 
 Matthew Balk  June 7, 2011  Series C Preferred Stock  .8*  $40,000 
 Daniel Balk  June 7, 2011  Series C Preferred Stock  1.1*  $55,000 
 David Balk  June 7, 2011  Series C Preferred Stock  1.1*  $55,000 
 Daniel Schneiderman  June 7, 2011  Series C Preferred Stock  .45*  $22,500 
 Jonathan Balk  June 7, 2011  Series C Preferred Stock  .5*  $25,000 
 Richard L. Hoffman  June 7, 2011  Series C Preferred Stock  .45*  $22,500 
 Robert I and Sandra S Neborsky Living Trust  June 7, 2011  Series C Preferred Stock  2.0*  $100,000 
 Skriloff Family Irrevocable Trust F/B/O Samuel Skriloff  June 7, 2011  Series C Preferred Stock  .1*  $5,000 
 Skriloff Family Irrevocable Trust F/B/O Olivia Skriloff  June 7, 2011  Series C Preferred Stock  .1*  $5,000 
 Jason Adelman  June 7, 2011  Series C Preferred Stock  1.8*  $90,000 
 Robert and Amy Bernstein  June 7, 2011  Series C Preferred Stock  .5*  $25,000 
 Dick F. Chase, Jr.  June 7, 2011  Series C Preferred Stock  2*  $100,000 
 Boris and Alexandra Smirnov  June 7, 2011  Series C Preferred Stock  2*  $100,000 
 Nadegda Kassatkina  June 7, 2011  Series C Preferred Stock  2*  $100,000 
 Irina Pavlova  June 7, 2011  Series C Preferred Stock  1*  $50,000 
 Jeffrey J and Jennifer S. Clayton  June 7, 2011  Series C Preferred Stock  1*  $50,000 
 Greenbridge Capital Partners IV, LLC  June 7, 2011  Series C Preferred Stock  1.5*  75,000 

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Name of Purchaser (Selling Stockholder) Date of Sale Title of Security Amount of Securities Sold Consideration
GC Advisors September 20, 2006
January 20, 2007		 Common Stock 80,241 Professional
Services
Kenneth Olson April 18, 2007 Common Stock 100,301 $25,000
Feldstein Management August 14, 2007 Common Stock 12,197 $3,040
Dr. David Langer August 14, 2007 Common Stock 24,072 Professional
Services
Vinas & Company August 14, 2007 Common Stock 16,048 Professional
Services
David Salomon August 15, 2007
February 13, 2008		 Common Stock 150,000
1,211,111		 $150,000
MAC Strategic Advisors November 15, 2007 Common Stock 40,000 Professional
Services
George Kivotidis November 15, 2007 Common Stock 100,000 $50,000
   March 10, 2008 Common Stock 263,158 $50,000
Christopher A. Vinas January 23, 2008
February 26, 2008		 Common Stock 263,158 $50,000
RES Holdings February 26, 2008 Common Stock 23,683 Professional
Services
LFI Investments Ltd February 20, 2008 Common Stock 78,947 $10,000
Jay Berkow February 20, 2008 Common Stock 52,632 $10,000
Vivek Bhaman February 20, 2008 Common Stock 26,316 $5,000
Robert Braumann February 20, 2008 Common Stock 26,316 $5,000
John A. Brown Jr. February 20, 2008 Common Stock 52,632 $10,000
Vincent P. Carroll February 20, 2008 Common Stock 26,316 $5,000
Robert A. Frazier February 20, 2008 Common Stock 26,316 $5,000
Martin Keating February 20, 2008 Common Stock 26,316 $5,000
Vicor F. Keen February 20, 2008 Common Stock 78,947 $15,000
Robert M. Richards February 20, 2008 Common Stock 26,316 $5,000
Joseph Roberts February 20, 2008 Common Stock 26,316 $5,000
Thomas Romano February 20, 2008 Common Stock 26,316 $5,000
Edward F. Sager, Jr. February 20, 2008 Common Stock 26,316 $5,000
Mark Staples February 20, 2008 Common Stock 26,316 $5,000
Neil Strauss February 20, 2008 Common Stock 52,632 $10,000
Terry Tyson February 20, 2008 Common Stock 52,632 $10,000
Geoffrey C Walker February 20, 2008 Common Stock 26,316 $5,000
James Ward February 20, 2008 Common Stock 26,316 $5,000
Jay S. Weiss February 20, 2008 Common Stock 52,632 $10,000

Dr. Ezriel E. Kornel entered
Name of PurchaserDate of SaleTitle of
Security		Amount of Securities
Sold		Consideration
Core Capital IV TrustJune 7, 2011Series C Preferred Stock1.5*$75,000
Rolant Investments LimitedJune 7, 2011Series C Preferred Stock6*$300,000
David WienerJune 28, 2011Series C Preferred Stock1*$50,000
One East Partners Opportunity L.P.June 28, 2011Series C Preferred Stock2.7*$135,000
One East Partners Master L.P.June 28, 2011Series C Preferred Stock5.3*$265,000
Narang Family Partnership, LPJune 28, 2011Series C Preferred Stock.5*$25,000
Hugh Scott CampbellJune 28, 2011Series C Preferred Stock.2*$10,000
Fraser CampbellJune 28, 2011Series C Preferred Stock.2*$10,000
Sean CampbellJune 28, 2011Series C Preferred Stock.5*$25,000
Dr. Wayne FleischackerJune 28, 2011Series C Preferred Stock2*$100,000
Dr. Glenn FleischackerJune 28, 2011Series C Preferred Stock1*$50,000
Jane EllisJune 28, 2011Series C Preferred Stock2*$100,000
Duane RenfroAugust 4, 2011Series C Preferred Stock1*$50,000
Guri DautiAugust 4, 2011Series C Preferred Stock1*$50,000
Matteo Joseph RosselliAugust 4, 2011Series C Preferred Stock1*$50,000
Sarah BenvenisteAugust 4, 2011Series C Preferred Stock1*$50,000
Steven ReichbachAugust 4, 2011Series C Preferred Stock1*$50,000
Dr. Glenn FleischackerAugust 4, 2011Series C Preferred Stock1*$50,000
Myles WittensteinAugust 4, 2011Series C Preferred Stock1*$50,000
Neil WeissAugust 4, 2011Series C Preferred Stock1*$50,000
Randolf KahnAugust 4, 2011Series C Preferred Stock1*$50,000
Dr. Wayne FleischackerAugust 4, 2011Series C Preferred Stock2*$100,000
Marc S CohenAugust 4, 2011Series C Preferred Stock2.2*$110,000
Marc S CohenAugust 26, 2011Series C Preferred Stock3.8*$190,000

* Units comprising one share of Series C Convertible Preferred Stock convertible into a consulting agreement with us on January 10, 2006. Pursuant to the consulting agreement, in consideration for acting as our consultant, Dr. Kornel received options to acquire 240,7202,222,222 shares of our common stock at a price of $.25 per share. The term of the agreement is for three years.

Dr. David Langer entered into an amended and restated consulting agreement with the Company on December 11, 2006. Pursuant to the agreement, Dr. Langer agreed to provide us certain consulting services, which include the role of our Chief Medical Advisor, assistance in the analysis, preparation, submission, publication and presentation of scientific data in relation to our research efforts ands ales and marketing efforts. In consideration of such consulting services, Dr. Langer received options to acquire 320,960 shares of the Company’s common stock at a price of $.25 per share. The agreement will terminate April 15, 2009.

Dr. Donald O’Rourke entered into a consulting agreement with us on January 18, 2008. Pursuant to the consulting agreement, Dr. O’Rourke shall provide consulting or advisory services on an as needed basis, to

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guide us in making important strategic decisions and to evaluate our strategic plans and decisions, research and/or development activities and results, competitive positions and/or other scientific and/or technical issues. In consideration for providing such services, Dr. O’Rourke was granted an option to purchase 50,000 shares of the Company’s common stock at $.50 per share.

In consideration for providing consulting services to us, we granted to GC Advisors LLC two warrants to purchase an aggregate of 192,576 shares of our common stock each for a purchase price of $.135 per share. One warrant expires on January 9, 2009 and the other on January 9, 2010.

In consideration for being our strategic business advisor, we issued to Martin Magida a warrant to purchase up to 160,480 shares of our common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

In consideration for purchasing our stock of common shares, we issued to George Kivotidis a warrant to purchase up to 4,000 shares of our common stock at $.50 per share. The warrant is valid from November 6, 2007 for a period of three years.

In consideration for advisory services, we issued to Robert Guinta is a holder of a warrant to purchase up to 160,480 shares of the Company’s common stock at $.24 per share. The warrant is valid from September 1, 2007 for a period of five years.

Each of Kenneth Coviello and Heather Jensen entered into a stock option agreement with us dated February 15, 2008. Pursuant to the said stock option agreements, each of Kenneth Coviello and Heather Jensen was granted an option to purchase 500,0001,111,111 shares of common stock of the Company at an exercise price of $.135$0.0225 per share. The option shall vest 33 1/3% on each of the first, second and third anniversary of the grant and shall expire February 12, 2018.

On February 15, 2008, we entered into a transaction with Regent, whereby Regent agreed to invest $1,000,000 in the purchase of our Convertible Debentures—such investment to be made in two tranches of $500,000 each.

In connection with the investment by Regent, Fountainhead agreed to make additional investments totaling $300,000 in two tranches of $150,000 each concurrent with the Regent investments.

These Convertible Debentures have a term of one year and are convertible into shares of the our common stock at a price of approximately $.123 per share. If fully converted, the Convertible Debentures would result in the issuance of 5,652,954 shares to Regent and 3,017,409 shares to Fountainhead.

At the same time, approximately twenty smaller investors agreed to invest an additional approximately $140,000 in the purchase of shares of our common stock at approximately $.19 per share. The investment closed on or about February 20, 2008.

In connection with the investments by Regent, Fountainhead and the Concordia Investors and consultancy services provided, we issued a total of 523,747 shares of our common stock to The Concordia Group and 523,747 shares of our common stock to Sichenzia, Ross Friedman and Ference, LLP. Pursuant to the engagement letter with The Concordia Group dated January 18, 2008, in the event the Concordia Group provides further consultancy services in relation to further investments, we shall be issuing to The Concordia Group an additional 523,747 shares of our common stock.

On December 14, 2006, we entered into an Option Agreement with Fountainhead which granted to Fountainhead an option to invest up to $1,850,000 within three years from December 14, 2006 in exchange for up to 5,652,954 shares of our common stock and warrants to convert to 3,017,409 shares of our common stock.

In consideration of Regent agreeing to invest $1,000,000 in the purchase of our Convertible Debentures, Fountainhead executed an Assignment of Rights under Warrant and Under Option Agreement to assign to Regent 50% interest in Fountainhead’s rights, title and interest in the abovementioned Option Agreement and warrant. By reason of this assignment, Fountainhead assigned to Regent the rights under the warrant acquire 50% of the underlying securities issuable on exercise of the warrant and 50% of the rights to make future investment in the Company.share

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The securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rule 506 of Regulation D.

Item 16.     Exhibits

 
Exhibit No. Description
 3.13.1(a) Certificate of Incorporation of Vycor Medical, Inc.
 3.1(b)Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of January 11, 2010
3.1(c)Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of July 20, 2010
3.2 Bylaws of Vycor Medical, Inc.
 3.36% Convertible Debenture No. 1 to Regent Private Capital, LLC
 3.46% Convertible Debenture to Fountainhead Capital Partners Limited
 3.5Fountainhead Capital Partners Limited Warrant
 3.6Fountainhead Capital Partners Limited Bridge Loan Debenture
 3.7GC Advisors LLC Warrants
 3.8George Kivotidis Warrant dated November 6, 2007
 3.9Martin Magida Warrant dated September 1, 2007
 3.10Robert Guinta Warrant dated September 1, 2007
5.1 Legal Opinion of Sichenzia Ross Friedman Ference LLC regarding legality of common stock being registered.
10.1Legal Robert Diener, Esq. Fountainhead Capital Partners Limited Option Agreement
10.2 Convertible Debenture Purchase Agreement between Vycor Medical, Inc. and Regent Private Capital, LLC dated February 14, 2008
10.323.1 Convertible Debenture Purchase Agreement between Vycor Medical, Inc. and Fountainhead Capital Partners Limited
10.4Legal Opinion of Legal Robert Diener, Esq. (included with Exhibit 5.1) Stock Option Agreement with Heather N. Jensen dated February 15, 2008
10.5 Stock Option Agreement with Kenneth Coviello dated February 15, 2008
23.123.2 Consent of Sichenzia Ross Friedman Ference LLC (will be included in its legal opinion to be filed as Exhibit 5.1)
23.2Independent Auditors Consent of Paritz & Company for use of their report.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(A)The undersigned Registrant hereby undertakes:
(1)1.To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:statement:
(i)i.To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;
(ii)Reflectii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or together,in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation"Calculation of Registration Fee”Fee" table in the effective registration statement; andstatement.
(iii)Includeiii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided however, That:
(A)Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
(B)Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)2.That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities

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offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(B)4.Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(C)Undertaking Required by Regulation S-B, Item 512(f)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(D)Undertaking pursuant to Item 512(g) of Regulation S-B

The undersigned registrant hereby undertakes that, for the purpose of determining liability under the Securities Act to any purchaser:

1.If the small businessregistrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished,provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
5.That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

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i.If the registrant is relying on Rule 430B (ss. 230. 430B of this chapter):430B:
(i)A.Each prospectus filed by the undersigned small business issuerregistrant pursuant to Rule 424(b)(3) (ss. 230. 424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)B.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss. 230. 424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),(vii), or (x) (ss. 230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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2.ii.If the small business issuerregistrant is subject to Rule 430C, (ss. 230. 430C of this chapter), include the following: Eacheach prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
6.That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i.Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii.The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

In accordance withPursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorizedduly caused this registration statement to be signed on its behalf by the undersigned, in New York on March 17, 2008.

VYCOR MEDICAL, INC.

By:/s/ Kenneth T. Coviello
Kenneth T. Coviello
Chief Executive Officer and Director
By:/s/ Heather N. Jensen
Heather N. Jensen
President, Founder and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following personthereunto duly authorized in the capacities and date stated.City of Boca Raton in the State of Florida on the 6th day of September, 2011.

/s/ Kenneth T. Coviello
Kenneth T. Coviello
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)		   March 17, 2008
/s/ Heather N. Jensen
Heather N. Jensen
President and Director		   March 17, 2008
/s/ Pascale Mangiardi
Pascale Mangiardi
Director		   March 17, 2008
Vycor Medical, Inc.
(Registrant)
By:
/s/ Kenneth T. Coviello
 ________________________
Kenneth T. Coviello
Chief Executive and Director (Principal Executive Officer)
Date
September 6, 2011
By:
/s/ Adrian Liddell
 ________________________
Adrian Liddell
Chairman of the Board and Director
(Principal Financial and Accounting Officer)
Date
September 6, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity and on the date indicated.

By:
/s/ Kenneth T. Coviello
 ________________________
Kenneth T. Coviello
Chief Executive and Director (Principal Executive Officer)
Date
September 6, 2011
By:
/s/ Heather Vinas
 ________________________
Heather Vinas
Director
Date
September 6, 2011
By:
/s/ Pascale Mangiardi
 _________________________
Pascale Mangiardi
Director
Date
September 6, 2011
By:
 _________________________
Steven Girgenti
Director
Date

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September 6, 2011
By:
/s/ Adrian Christopher Liddell
 _________________________
Adrian Christopher Liddell
Chairman of the Board and Director (Principal Financial and Accounting Officer)
Date
September 6, 2011
By:
/s/ David Marc Cantor
 _________________________
David Marc Cantor
President and Director
Date
September 6, 2011
By:
/s/ Peter C. Zachariou
 _________________________
Peter C. Zachariou
Executive Vice President and Director
Date
September 6, 2011

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EXHIBIT LIST

Exhibit No.Description
3.1(a)Certificate of Incorporation of Vycor Medical, Inc.
3.1(b)Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of January 11, 2010
3.1(c)Certificate of Amendment to Certificate of Incorporation of Vycor Medical, Inc. dated as of July 20, 2010
3.2Bylaws of Vycor Medical, Inc.
5.1Legal Opinion of Legal Robert Diener, Esq.
23.1Legal Opinion of Legal Robert Diener, Esq. (included with Exhibit 5.1)
23.2Consent of Independent Auditors

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