Cogentix Medical 10Q 2010 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20459

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

COMMISSION FILE NUMBER 0-20970

VISION-SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3430173
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

40 Ramland Road South, Orangeburg, NY	10962
(Address of principal executive offices)	(Zip Code)

(845) 365-0600

(Registrant’s telephone number, including area code)

(Former name, former address, and

former fiscal year if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 10, 2010

Common Stock, par value of $0.01	37,708,815
(Title of Class)	(Number of Shares)

VISION-SCIENCES, INC.

TABLE OF CONTENTS

Part I.	Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statement of Stockholders’ Equity	5
		Condensed Consolidated Statements of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
	Item 4.	Controls and Procedures	27

Part II.	Other Information
	Item 1.	Legal Proceedings	28
	Item 1A.	Risk Factors	28
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
	Item 3.	Defaults Upon Senior Securities	28
	Item 4.	Submission of Matters to a Vote of Stockholders	29
	Item 5.	Other Information	29
	Item 6.	Exhibits	29
	Signatures		30

PART I—FINANCIAL INFORMATION

Item 1: Financial Statements

Vision-Sciences, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

	September 30,			March 31,
	2010			2010
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	4,480		$	2,540
Short-term investments		-			447
Accounts receivable, net of allowance for doubtful accounts of $115 and $347, respectively		1,591			1,147
Inventories, net		4,635			4,175
Prepaid expenses and other current assets		222			886
Total current assets		10,928			9,195

Property and equipment, at cost:
Machinery and equipment		4,090			3,584
Furniture and fixtures		226			225
Leasehold improvements		359			357
		4,675			4,166
Less—accumulated depreciation and amortization		2,609			2,237
Total property and equipment, net		2,066			1,929
Other assets, net of accumulated amortization of $87 and $84, respectively		76			79
Deferred debt cost, net of accumulated amortization of $94 and $31, respectively		320			296
Total assets	$	13,390		$	11,499

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Capital lease obligations	$	39		$	55
Accounts payable		1,658			867
Accrued expenses		713			984
Accrued compensation		1,085			1,107
Advances from customers		3,777			-
Total current liabilities		7,272			3,013
Line of credit—related party		4,500			2,500
Capital lease obligations, net of current portion		41			61
Total liabilities		11,813			5,574

Commitments and Contingencies (Note 6)
Stockholders’ equity:
Preferred stock, $0.01 par value—Authorized—5,000 shares issued and outstanding—none		-			-
Common stock, $0.01 par value—Authorized—50,000 shares issued and outstanding—37,709 shares and 36,856 shares, respectively		377			369
Additional paid-in capital		83,095			81,968
Accumulated deficit		(81,895	)		(76,412	)
Total stockholders’ equity		1,577			5,925
Total liabilities and stockholders’ equity	$	13,390		$	11,499

See accompanying notes to condensed consolidated financial statements.

Vision-Sciences, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

Net sales	$	2,325		$	2,889		$	4,957		$	6,207
Cost of sales		1,684			2,424			3,627			4,954
Gross profit		641			465			1,330			1,253

Selling, general, and administrative expenses		2,795			2,707			5,273			5,189
Research and development expenses		732			897			1,330			1,683
Loss from operations		(2,886	)		(3,139	)		(5,273	)		(5,619	)

Interest income		1			21			3			71
Interest expense		(90	)		(46	)		(145	)		(46	)
Debt cost expense		(36	)		-			(63	)		-
Other, net		(1	)		-			-			(28	)
Loss before provision for income taxes		(3,012	)		(3,164	)		(5,478	)		(5,622	)
Income tax provision		2			6			5			16
Net loss	$	(3,014	)	$	(3,170	)	$	(5,483	)	$	(5,638	)

Net loss per common share - basic and diluted	$	(0.08	)	$	(0.09	)	$	(0.15	)	$	(0.15	)

Shares used in computing net loss per common share		36,901			36,854			36,879			36,851

See accompanying notes to condensed consolidated financial statements.

Vision-Sciences, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except per share amounts)

(Unaudited)

	Common Stock
	Number of Shares		$	0.01 Par Value	Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance at March 31, 2009		36,818	$	368	$	80,031	$	(63,988	)	$	16,411
Exercise of stock options		38		1		42		-			43
Issuance of stock warrants		-		-		327		-			327
Stock-based compensation expense		-		-		1,568		-			1,568
Net loss		-		-		-		(12,424	)		(12,424	)
Balance at March 31, 2010		36,856		369		81,968		(76,412	)		5,925
Exercise of stock options		98		1		108		-			109
Issuance of stock warrants		-		-		87		-			87
Issuance of restricted stock awards		755		7		-		-			7
Stock-based compensation expense		-		-		932		-			932
Net loss		-		-		-		(5,483	)		(5,483	)
Balance at September 30, 2010		37,709	$	377	$	83,095	$	(81,895	)	$	1,577

See accompanying notes to condensed consolidated financial statements.

Vision-Sciences, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended September 30,
	2010			2009
Cash flows from operating activities:
Net loss	$	(5,483	)	$	(5,638	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		375			305
Stock-based compensation expense		932			916
Restricted stock awards (non-cash charge)		7			-
Provision for (recovery of) bad debt expenses		(180	)		31
Debt cost expense		63			-
Loss on sale of investments		-			28
Changes in assets and liabilities:
Accounts receivable		(264	)		(64	)
Inventories		(909	)		137
Prepaid expenses and other current assets		664			56
Other assets		-			(23	)
Accounts payable		791			74
Accrued expenses		(271	)		(175	)
Accrued compensation		(22	)		10
Advances from customers		3,777			-
Net cash used in operating activities		(520	)		(4,343	)
Cash flows from investing activities:
Purchase of short-term investments		(149	)		(2,572	)
Proceeds from short-term investment sales/maturities		596			5,998
Purchase of property and equipment		(60	)		(431	)
Net cash provided by investing activities		387			2,995
Cash flows from financing activities:
Advance on line of credit—related party		2,000			-
Payments of capital leases		(36	)		(15	)
Exercise of stock options		109			41
Net cash provided by financing activities		2,073			26
Net increase (decrease) in cash and cash equivalents		1,940			(1,322	)
Cash and cash equivalents from continuing operations, beginning of period	$	2,540		$	1,975
Cash and cash equivalents from discontinued operations, beginning of period	$	-		$	8
Cash and cash equivalents from discontinued operations, end of period	$	-		$	-
Cash and cash equivalents from continuing operations, end of period	$	4,480		$	661

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	56		$	-
Income taxes	$	23		$	16

Non-cash financing activities:
Transfers of inventory to fixed assets for use as demonstration equipment	$	449		$	-
Issuance of stock warrants with line of credit—related party	$	87		$	-

See accompanying notes to condensed consolidated financial statements.

Vision-Sciences, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited, in thousands except per share amounts)

Note 1. Basis of Presentation

Vision-Sciences, Inc. and Subsidiaries (the “Company” – which may be referred to as “our”, “us” or “we”) have prepared the condensed consolidated financial statements included herein according to generally accepted accounting principles in the United States of America (“U.S. GAAP”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and include, in the opinion of management, all adjustments that we consider necessary for a fair presentation of such information. We have condensed or omitted certain information and footnote disclosures normally included in financial statements pursuant to those rules and regulations. We believe, however, that our disclosures are ade quate to make the information presented not misleading. The results for the interim periods presented are not necessarily indicative of results to be expected for the full fiscal year. Please read these condensed consolidated financial statements in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

Note 2. The Company and Summary of Significant Accounting Policies

Company Overview

We design, develop, manufacture, and market products for endoscopy - the science of using an instrument, known as an endoscope to provide minimally invasive access to areas not readily visible to the human eye. Our products are sold throughout the world through direct sales representatives in the United States and independent distributors for the rest of the world. Our largest geographic markets are the United States and Europe. Pursuant to our agreement dated as of September 22, 2010, with the Endoscopy Division of Stryker Corporation (“Stryker”), we will supply to Stryker our flexible video and fiber cystoscopes and related EndoSheath products (the “Stryker Agreement”) (See Note 9. Advances from Customers for additional information).

We were incorporated in Delaware, and are the successor to operations originally begun in 1987. Machida Incorporated (“Machida”), which became our wholly-owned subsidiary in December 1990, designs, manufactures, and sells borescopes to a variety of users, primarily in the aircraft engine manufacturing and aircraft engine maintenance industries. Another one of our subsidiaries, Vision Sciences Ltd., an Israeli corporation, was established in 1998, but has been inactive since the fiscal year ended March 31, 2002. We own the registered trademarks Vision Sciences®, Slide-On®, EndoSheath®, and The Vision System®. Not all products referenced in this report are approved or cleared for sale, distribution, or use.

Liquidity and Capital Resources

We have incurred losses since our inception, and losses are expected to continue through at least fiscal years 2011 and 2012. We have funded the losses principally with cash flow from operations, advances under a three-year $5.0 million revolving loan agreement (the “Loan”) with our Chairman, Lewis C. Pell (the “Lender”), proceeds from public and private equity financings, payments from Medtronic related to the sale of certain assets related to our ENT EndoSheath technology business, and the sale of other assets. We have also received an aggregate of $3.9 million of deposits from two customers (the “Prepayments”) during the three months ended September 30, 2010 to support anticipated orders, which are expected to ship by the end of fiscal 2011. We believe that our cash, including t he Prepayments, and $0.5 million of capital available, subject to certain conditions, under the Loan will be sufficient to fund our working capital, capital expenditures, and future operating losses until December 31, 2011. However, if our performance expectations fall short (including regaining sales or profits historically generated from Medtronic and generating expected sales from Stryker and SpineView) or our expenses exceed expectations, we will need to either secure additional financing or reduce expenses or a combination. Our failure to do so would have a material adverse impact on our prospects and financial condition. There can be no assurance that any contemplated external financing will be available on terms acceptable to us, if at all, or that we will be able to reduce our expenses.

Summary of Significant Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable, based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are any differences (other than nominal differences) between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies th at reflect our more significant estimates, judgments, and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

• Revenue recognition

• Stock-based compensation expense

• Allowances for doubtful accounts

• Inventory obsolescence reserves

• Other contingencies

The accompanying condensed consolidated financial statements reflect the accounts of the Company. All significant inter-company accounts and transactions have been eliminated in consolidation.

Accounting Standards Updates Not Yet Effective

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (“ASC Update 2010-06”), an update to ASC 820. This update provides amendments to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASC Update 2010-06 became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 measurements, which will become effective for us with the reporting period beginning April 1, 2011 (our fiscal year 2012). We do not expect that the provisions of the update will have a material effect on our results of operations, financial position, or liquidity.

Note 3. Basic and Diluted Net Loss per Common Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding. For all periods presented, the diluted net loss per common share is the same as basic net loss per common share, as the inclusion of other shares of stock issuable pursuant to stock options and warrants would be anti-dilutive. Stock options, warrants, and restricted stock of 8,072,989 shares and 6,359,284 shares as of September 30, 2010 and 2009, respectively, were excluded from the calculation of fully diluted loss per share as their inclusion would have been anti-dilutive.

Note 4. Inventories

Inventories are stated at the lower of cost or market using the first-in, first-out (“FIFO”) method and consist of the following:

	September 30, 2010		March 31, 2010
Raw materials	$	3,375	$	3,330
Work in process		667		269
Finished goods		593		576
	$	4,635	$	4,175

Raw materials include components purchased from independent suppliers. Most purchased components are available from multiple sources, with the exception of certain key components which are supplied to us by key suppliers, with whom we have long-term supply arrangements, but no long-term supply agreements.

Note 5. Financial Instruments

Short-Term Investments

We classify investments with original maturities of greater than 90 days in certificates of deposit as short-term investments. We intend to hold these investments to maturity. Our short-term investments are carried at amortized cost in our condensed consolidated balance sheets.

The following table summarizes these securities classified as held to maturity.

	September 30, 2010				March 31, 2010
Held to maturity less than one year:	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Certificates of deposit	$	-	$	-	$	447	$	446
Total short-term investments	$	-	$	-	$	447	$	446

Fair Value Measurements

The carrying amounts reflected in our condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses, accrued compensation, and capital lease obligations approximate fair value due to their short-term nature. The fair value of the line of credit is based on its demand value, which is equal to its carrying value.

Note 6. Commitments and Contingencies

Line of Credit – Related Party

On November 9, 2009, we entered into a Loan with the Lender. Any amounts drawn against the Loan (an “Advance”) accrue interest at an annual rate of 7.5%. The Lender receives an availability fee equal to a per annum rate of 0.5% on the unused portion of the Loan calculated based on the difference between the average annual principal amount of the outstanding Advances under the Loan and the maximum advance of $5.0 million. The availability of advances under the Loan is subject to customary conditions. Subject to the terms of the Loan, we will be required to prepay all amounts outstanding under the Loan upon a change of control of the Company and we will be required to prepay part or all of the amounts outstanding if we secure other financing or consummate a sale or license of assets, in each case resulting in net proceeds to us of $5.0 million or greater.

In connection with the Loan, the Lender received a five-year warrant (the “Initial Warrant Shares”) to purchase up to 272,727 shares of our common stock at an exercise price of $1.375 per share (representing 7.5% warrant coverage, or approximately 0.7% of our outstanding common stock), which immediately vested upon issuance. In addition, we issued a second five-year warrant (the “Additional Warrant Shares”) to purchase up to an additional 378,788 shares of our common stock at an exercise price of $1.65 per share (representing up to an additional 12.5% warrant coverage, or approximately 1.0% of our outstanding common stock) which vests at the time that each Advance is made in an amount equal to (i) the product of the amount of the Additional Warrant Shares multiplied by (ii) a ratio, (A) the numerator of which is the amount of the new Advance and (B) the denominator of which is $5.0 million. A portion of the Additional Warrant Shares has vested on the date of the $2.5 million Advance on March 29, 2010 and the $2.0 million Advance on June 29, 2010.

The following table summarizes Advances taken on the Loan and warrant issuances:

Month	Amount of Advance		Number of Warrant Shares Vested		Fair Value of Warrant Shares on Date Vested
June 2010	$2.0 million			151,515	$87 thousand
March 2010	$2.5 million			189,394	$106 thousand
November 2009		n/a		272,727	$221 thousand

On the date of issuance, the fair value of the Initial and Additional Warrant Shares was approximately $221 thousand and $249 thousand, respectively. We defer costs associated with securing a line-of-credit or revolving loan agreement over the applicable term. These costs are amortized as debt cost expense in our condensed consolidated statement of operations. Accordingly, we recorded the $221 thousand associated with the Initial Warrant Shares as a deferred debt cost asset with a corresponding amount as additional paid-in capital. The cost is being amortized on a straight-line basis over the three-year term of the Loan.

We recorded the fair value associated with the Additional Warrant Shares as a deferred debt cost asset with a corresponding amount as additional paid-in capital. The cost is being amortized over the remaining life of the Loan using the effective interest method. During the three and six months ended September 30, 2010, we recorded approximately $36 thousand and $63 thousand, respectively, as debt cost expense related to the amortization of the deferred debt cost for the Initial and Additional Warrant Shares in our condensed consolidated statement of operations.

At September 30, 2010, we had $4.5 million in outstanding borrowings under the Loan, which is reflected as line of credit – related party on our condensed consolidated balance sheet. The $5.0 million revolving loan expires in November 2012, at which time we must repay all borrowings under the Loan. During the three and six months ended September 30, 2010, we recorded approximately $87 thousand and $138 thousand, respectively, as interest expense related to the availability fee and accrued interest on outstanding borrowings in our condensed consolidated statement of operations. At September 30, 2010, we had $0.1 million in accrued interest related to the Loan, which is included in accrued expenses on our condensed consolidated balance sheet.

Note 7. Stock-Based Awards

Stock Option Plans

We maintain the following equity incentive plans:

·	The 2000 Stock Incentive Plan (the “2000 Plan”), approved by stockholders in August 2000, authorized 4,500,000 shares of common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, and performance shares.

The 2007 Stock Incentive Plan (the “2007 Plan”), approved by stockholders in August 2007, authorized 4,000,000 shares of common stock covering several different types of awards, including stock options, restricted shares, stock appreciation rights, and other stock-based awards. On July 12, 2010, our Board and on September 2, 2010, our stockholders approved an amendment to the 2007 Plan to increase the authorized shares issuable under the plan to 5,000,000 shares of common stock.

The 2003 Director Option Plan (the “2003 Plan”), approved by stockholders in July 2003 and amended in August 2008, authorized 450,000 shares of common stock covering the annual automatic grant of 10,000 stock options per outside director per year. The 2003 Plan also provides for granting newly elected or appointed outside directors a one-time grant of 10,000 stock options.

The stock option plans provide that options may be granted at an exercise price of 100% of fair market value of our common stock on the date of grant, may be exercised in full or in installments, at the discretion of the Board of Directors, and must be exercised within ten years from date of grant. We recognize stock-based compensation expense on a straight-line basis over the requisite service period based on fair values, generally four years. We use historical data to estimate expected employee behaviors related to option exercises and forfeitures and included these expected forfeitures as a part of the estimate of stock-based compensation expense as of the grant date.

Stock-Based Compensation Expense

We account for stock-based awards issued to employees in accordance with the provisions of ASC 718 (Topic 718, Compensation – Stock Compensation). We recognize stock-based compensation expense on a straight-line uniform basis over the service period of the award, which is generally four years for employees. Stock-based awards issued to consultants are accounted for in accordance with the provisions of ASC 718 and ASC 505-50 (Subtopic 50 “Equity-Based Payments to Non-Employees” of Topic 505, Equity). Options granted to consultants are periodically revalued as the options vest, and are recognized as an expense over the related period of service or the vesting period, whichever is longer.

Stock-based compensation expense for the three and six months ended September 30, 2010 and 2009 was recorded in our condensed consolidated statement of operations as follows:

	Three Months Ended September 30,					Six Months Ended September 30,
	2010		2009			2010		2009
Cost of sales	$	61	$	130		$	137	$	203
Selling, general, and administrative expenses		460		466			746		646
Research and development expenses		19		(1	)		49		67
Total stock-based compensation expense	$	540	$	595		$	932	$	916

The fair value of the stock options granted was estimated on the date of grant using a Black-Scholes valuation model that used the weighted average assumptions noted in the following table. The risk-free interest rate assumption we use is based upon United States Treasury interest rates appropriate for the expected life of the awards. The expected life (estimated period of time that we expect employees, consultants and directors to hold their stock options) was estimated based on historical rates for two group classifications, (i) employees and consultants and (ii) outside directors. Expected volatility was based on historical volatility of our stock price for a period equal to the stock option’s expected life and calculated on a daily basis. The expected dividend rate is zero since we do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Under the provisions of ASC 718, members of the Board are considered employees for calculation of stock-based compensation expense.


	Three Months Ended September 30,						Six Months Ended September 30,
	2010			2009			2010			2009
Risk-free interest rate		2.30	%		2.75	%		2.77	%		2.46	%
Expected life (in years)		7.23			6.25			6.76			6.24
Expected volatility		86	%		88	%		86	%		87	%
Expected dividend yield		--			--			--			--

The following table summarizes stock options activity for the six months ended September 30, 2010:

	Number of Shares			Exercise Price Range		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding at March 31, 2010		6,264,685		$	0.79 – $5.10	$	1.91		5.84
Granted		552,500		$	0.96 – $1.39		1.02
Exercised		(97,912	)	$	1.10 – $1.28		1.11
Canceled		(52,926	)	$	1.22 – $4.88		1.82
Outstanding at September 30, 2010		6,666,347		$	0.79 – $5.10	$	1.85		5.80
Vested and expected to vest at September 30, 2010		5,857,478		$	0.79 – $5.10	$	1.77		5.47
Exercisable at September 30, 2010		4,635,683		$	0.79 – $5.10	$	1.70		4.64

At September 30, 2010, unrecognized stock-based compensation expense related to stock options was approximately $1.6 million and is expected to be recognized over a weighted average period of approximately 2.4 years.

The weighted average fair value of options granted during the three months ended September 30, 2010 and 2009 was $0.87 per share. The weighted average fair value of options granted during the six months ended September 30, 2010 and 2009 was $0.79 and $0.88 per share, respectively.

The total intrinsic value (the excess of the market price over the exercise price) was approximately $401 thousand for stock options outstanding, $306 thousand for stock options exercisable, and $378 thousand for stock options vested and expected to vest as of September 30, 2010. The total intrinsic value for stock options exercised during the three months ended September 30, 2010 was approximately $21 thousand. There were no stock options exercised during the three months ended September 30, 2009. The total intrinsic value for stock options exercised during the six months ended September 30, 2010 and 2009 was approximately $21 thousand and $6 thousand, respectively.

We do not expect to realize any tax benefits from future disqualifying dispositions, if any, because we currently have a full valuation allowance against our deferred tax assets.

Stock Warrants

The following table summarizes stock warrants activity related to the Loan with the Lender for the six months ended September 30, 2010:

	Number of Shares			Weighted Average Exercise Price
Nonvested at March 31, 2010		189,394		$	1.65
Granted		-			–
Vested		(151,515	)		1.65
Forfeited		-			–
Nonvested at September 30, 2010		37,879		$	1.65
Vested at September 30, 2010		613,636		$	1.53

At September 30, 2010, unrecognized debt cost expense related to the Initial and Additional Warrant Shares was approximately $320 thousand, which is expected to be recognized over a weighted average period of approximately 2.1 years.

Restricted Stock

We granted 755,127 shares of restricted stock to management during the six months ended September 30, 2010. The restrictions for these restricted stock awards lapse after certain Company (revenue and loss from operations) and individual milestones are met followed by a three-year graded vesting schedule. If the Company milestones are not met, regardless of whether the individual meets his or her performance milestones, the restricted stock awards are forfeited.

The following table summarizes restricted stock activity for the six months ended September 30, 2010:

	Number of Shares		Weighted Average Grant Price
Nonvested at March 31, 2010		-		–
Granted		755,127	$	0.97
Vested		-		–
Forfeited		-		–
Nonvested at September 30, 2010		755,127	$	0.97
Vested at September 30, 2010		-		–

At September 30, 2010, unrecognized stock-based compensation expense related to nonvested awards was approximately $628 thousand, which is expected to be recognized over a weighted average period of approximately 3.4 years.

Note 8. Segment Information

We have two reportable segments, medical and industrial. Each of these operating segments has unique characteristics.

Our medical segment designs, manufactures and sells our advanced line of endoscopy-based products, including our state-of-the-art flexible endoscopes, and our Slide-On EndoSheath technology referred to as a sheath or EndoSheath disposable, for a variety of specialties and markets.

Our industrial segment, through our wholly-owned subsidiary Machida, designs, manufactures, and sells borescopes to a variety of users, primarily in the aircraft engine manufacturing and aircraft engine maintenance industries. A borescope is an instrument that uses optical fibers for the visual inspection of narrow cavities. Our borescopes are used to inspect aircraft engines, casting parts and ground turbines, among other items.

Management evaluates the revenue and profitability performance of each of our product lines to make operating and strategic decisions. We have no intersegment revenue.

The following table presents key financial highlights, by reportable segments:

Three months ended September 30,	Medical			Industrial			Adjustments *			Consolidated
2010
Net sales to external customers	$	1,721		$	604		$	-		$	2,325
Gross profit		447			194			-			641
Operating loss		(2,838	)		(48	)		-			(2,886	)
Interest expense, net		(89	)		-			-			(89	)
Depreciation and amortization		179			7			-			186
Stock-based compensation expense		522			18			-			540
Total assets		13,124			2,253			(1,987	)		13,390
Expenditures for fixed assets		50			-			-			50

2009
Net sales to external customers	$	2,248		$	641		$	-		$	2,889
Gross profit		293			172			-			465
Operating loss		(3,066	)		(73	)		-			(3,139	)
Interest expense, net		(25	)		-			-			(25	)
Depreciation and amortization		150			5			-			155
Stock-based compensation expense		539			56			-			595
Total assets		15,625			2,268			(3,194	)		14,699
Expenditures for fixed assets		241			-			-			241

Six months ended September 30,
2010
Net sales to external customers	$	3,840		$	1,117		$	-		$	4,957
Gross profit		969			361			-			1,330
Operating loss		(5,138	)		(135	)		-			(5,273	)
Interest expense, net		(142	)		-			-			(142	)
Depreciation and amortization		364			11			-			375
Stock-based compensation expense		874			58			-			932
Expenditures for fixed assets		60			-			-			60

2009
Net sales to external customers	$	4,853		$	1,354		$	-		$	6,207
Gross profit		733			520			-			1,253
Operating (loss) income		(5,682	)		63			-			(5,619	)
Interest income, net		25			-			-			25
Depreciation and amortization		295			10			-			305
Stock-based compensation expense		846			70			-			916
Expenditures for fixed assets		431			-			-			431

	September 30,
* Adjustments		2010			2009
Intercompany eliminations	$	(1,215	)	$	(1,779	)
Investment in subsidiaries		(772	)		(1,415	)
Total adjustments	$	(1,987	)	$	(3,194	)

Note 9. Advances from Customers

Exclusive Urology Supply Agreement with Stryker

On September 22, 2010, we signed a three-year agreement under which we will become the exclusive supplier to Stryker of Stryker-branded flexible video and fiber cystoscopes. These cystoscopes will employ our patented slide-on EndoSheath technology, which will be co-branded Stryker and Vision-Sciences. We will also supply Stryker with flexible ureteroscopes upon launch of this product line, expected to occur during calendar 2011. Stryker will initially have the exclusive rights to distribute products, including cystoscopes, urology EndoSheath technology, and ureteroscopes manufactured by us, in North and Latin America, South America, China and Japan and 12 months post-launch, throughout the rest of the world.

Subject to the terms of the Stryker Agreement, Stryker agreed to pay us a prepayment of $5 million, of which we received $2.5 million at signing and $2.5 million is due on or before March 31, 2011. The initial $2.5 million was recorded as an advance from customer in our condensed consolidated balance sheet at September 30, 2010. We will apply the payment to amounts due from Stryker for purchases of scopes and EndoSheath technology and recognize the associated revenue in accordance with our revenue recognition policy until the $5 million is exhausted. Stryker will thereafter continue to pay us for products supplied. The purchase price for the products will be based on our cost to manufacture plus a margin specified in the Stryker Agreement. There is no required minimum amount of scopes and EndoSheath product s which Stryker is required to purchase from us. There can be no assurance that they will purchase an amount of products in order for us to retain all or any portion of the prepayment or that we will not be required to refund all or a portion of the prepayments to Stryker. If we are required to refund any amounts paid to us, it will have a material adverse effect on our financial condition.

SpineView Development and Supply Agreement

On June 19, 2008, we entered into a Development and Supply Agreement with SpineView, Inc. (the “SpineView Agreement”), pursuant to which we were to develop and supply a CCD-based video endoscope to SpineView for use with SpineView’s products. On September 30, 2010, we received a prepayment of $1.4 million from SpineView for the initial, firm stocking order of 50 SpineView spinoscope sytems. We recorded this prepayment as an advance from customer in our condensed consolidated balance sheet at September 30, 2010. During the three months ended September 30, 2010, we recognized $0.1 million in revenue for delivery of SpineView spinoscope systems. We will continue to apply the payment to amounts due from SpineView for purchases of scopes and recognize the associated revenue until the remaining $1.3 million is exhausted. SpineView will thereafter continue to pay us for products supplied.

Mr. Pell, our Chairman, is the Chairman of the SpineView board and an investor in SpineView. Messrs. Katsumi Oneda and John J. Rydzewski, members of our Board, are also investors in SpineView. Our policy with respect to transactions in which any of our directors or officers may have an interest, requires that such transaction (i) be on terms no less favorable to us than could be obtained from unaffiliated third parties and (ii) be approved by a majority of the uninterested, outside members of the Board.

At a Board meeting held on May 29, 2008, the Board reviewed the terms of the final draft of the SpineView Agreement, outside of the presence of Messrs. Pell and Oneda. The remaining (uninterested) members of our Board determined that the SpineView Agreement was fair, properly negotiated, and would be at least as favorable to us as could have been obtained from unaffiliated third parties, and accordingly, after discussion, it was approved. Mr. Rydzewski was neither an investor in SpineView nor a member of our Board at that time, and has no other relationship with SpineView.

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

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to, further weakening of economic conditions that could adversely affect the level of demand for our products; our ability to satisfactorily distribute our ENT endoscopes without an arrangement with Medtronic; our ability to sell products to Stryker in at least the amounts necessary to retain the prepayments from Stryker to us; pricing pressures, including cost-containment measures which could adversely affect the price of, or demand for, our products; availability of parts on acceptable terms; our ability to design new products and the success of such new products; changes in foreign exchange markets; changes in financial markets and changes in the competitive environment. Examples of forward-looking statements include statements about expectations about future financial results, future products and future sales of new and existing products, future expenditures, and capital resources to meet anticipated requirements. Generally, words such as “expect” “believe”, “anticipate”, “may”, “will”, “plan”, “intend”, “estimate”, “could”, and other similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on our future plans, strategies, projections and predictions and involve risks and uncertainties, and our actual results may differ significantly from those discussed in the forward-looking statements. Factors that mig ht cause such a difference could include the availability of capital resources; the availability of third-party reimbursement; government regulation; the availability of raw material components; our ability to satisfactorily distribute our ENT endoscopes without an arrangement with Medtronic; our dependence on certain distributors and customers; our ability to affect expected sales to Stryker; competition; technological difficulties; general economic conditions and other risks detailed in this Quarterly Report on Form 10-Q and any subsequent periodic filings we make with the Securities and Exchange Commission (“SEC”). While we believe the assumptions underlying such forward-looking statements are reasonable, there can be no assurance that future events or developments will not cause such statements to be inaccurate. All forward-looking statements contained in this report are qualified in their entirety by this cautionary statement. We do not undertake an obligation to update our forward-look ing statements to reflect future events or circumstances.

Registered Trademarks, Trademarks and Service Marks

Vision-Sciences, Inc. owns the registered trademarks Vision Sciences®, Slide-On®, EndoSheath®, and The Vision System®. Not all products referenced in this report are approved or cleared for sale, distribution, or use.

Executive Summary

We design, develop, manufacture, and market products for endoscopy – the science of using an instrument, known as an endoscope - to provide minimally invasive access to areas not readily visible to the human eye. We operate in two segments, medical and industrial. Our medical segment designs, manufactures, and sells our advanced line of endoscopy-based products, including our state-of-the-art flexible fiber and video endoscopes and our Slide-On EndoSheath technology, for a variety of specialties and markets. Our industrial segment, through our wholly-owned subsidiary, Machida, Inc. (“Machida”), designs, manufactures, and sells borescopes to a variety of users, primarily in the aircraft engine-manufacturing and aircraft engin e-maintenance industries. A borescope is an instrument that uses optical fibers for the visual inspection of narrow cavities.

Medical Segment Areas

Within our medical segment we target four main areas for our fiber and video endoscopes and our EndoSheath technology: ENT (ear, nose, and throat), urology, gastroenterology (“GI”), and pulmonology. Within the ENT area, we manufacture ENT endoscopes and, for the past three fiscal years, had sold these scopes exclusively to Medtronic Xomed, Inc., the ENT subsidiary of Medtronic, Inc. (“Medtronic”) for use by ENT physicians. On February 11, 2010, we announced that Medtronic will no longer serve as the distributor for our ENT endoscopes effective April 1, 2010. Since April 1, 2010, we have sold our ENT endoscopes through our direct sales force in the U.S. and through distributors internationally. We manufacture our TNE (trans-nasal esophagoscopy) endoscopes and market them to ENT and GI physician s. We are also exploring the potential of marketing TNE endoscopes to bariatric surgeons. Within the urology area, we manufacture, market, and sell our cystoscopes and EndoSheath technology to urologists and other urology-gynecology related physicians. Pursuant to our agreement dated as of September 22, 2010, with the Endoscopy Division of Stryker Corporation (“Stryker”), we will supply to Stryker our flexible video and fiber cystoscopes and related EndoSheath products (the “Stryker Agreement”) (See Exclusive Urology Supply Agreement with Stryker section below for additional information). Within the GI area, we manufacture, market, and sell our TNE scopes and EndoSheath technology to GI physicians, primary care physicians, and others with a GI focus as part of their practice. We manufacture, market, and sell our recently released bronchoscope (an endoscope that allows detailed viewing of the lungs) and EndoSheath technology for bronchoscopy to pulmonologists, oncologists, thoracic surgeons, and other pulmonology-related physicians.

Value Proposition and Strategy

We believe our technology delivers significant value to our customers – doctors, clinics and hospitals – through reduced capital, staff and service costs, and increased patient throughput, practice revenue, and profitability. Our EndoSheath technology allows our customers to buy fewer endoscopes to service their patients and enables them to schedule more patient appointments in a single day. Our single-use EndoSheath technology provides a sterile barrier between patients and our reusable endoscopes, eliminating the need for time-consuming reprocessing routines necessary with conventional endoscopes. Our endoscopes are therefore typically ready for the next procedure in ten minutes, unlike conventional endoscopes which may take from 45 minutes to a day to reprocess. We believe our EndoSheath technology is the solution to the challenges and problems with conventional flexible endoscopes. By offering a technology that provides simpler and quicker endoscope reprocessing and sterility derived from use of a single-use disposable sheath, we have removed the limitations of conventional flexible endoscopy.

Our current strategic focus is to transform ourselves from a research and development-focused company to a sales and marketing-driven Company, with the primary goal of increasing top-line revenue and margins. We intend to do this by:

·	Growing our direct sales force in the U.S. and enhancing our international distribution network;

·	Expanding our downstream marketing efforts to end customers, including expanding our communications, advertising and branding;

·	Increasing our clinical study activity in order to have peer-reviewed papers published which outline the benefits of our products;

·	Targeting teaching hospitals and academic institutions as potential customers and reference and training centers;

·	Leveraging our existing technology platform to explore new potential products and procedures in markets where we currently sell; and

·	Exploring potential distribution arrangements with strategic partners.

New Product Releases

We continue to enhance our current family of videoscopes and improve and refine their manufacturing. With respect to our fiberscope line of products, in the first quarter of fiscal 2011, we launched our 4000 Series bronchoscope which is inserted down the mouth or nose into the lungs, providing visualization of the lungs and the ability to perform a variety of diagnostic and therapeutic procedures.

Exclusive Urology Supply Agreement with Stryker

Line of Credit – Related Party

On November 9, 2009, we entered into a three-year $5.0 million revolving loan agreement (the “Loan”) with our Chairman, Lewis C. Pell (the “Lender”). Any amounts drawn against the Loan (an “Advance”) accrue interest at a per annum rate of 7.5%. The Lender receives an availability fee equal to an annual rate of 0.5% on the unused portion of the Loan calculated based on the difference between the average annual principal amount of the outstanding Advances under the Loan and the maximum advance of $5.0 million. The availability of advances under the Loan is subject to customary conditions. Subject to the terms of the Loan, we will be required to prepay all amounts outstanding under the Loan upon a change of control of the Company and we will be required to prepay part or all of the am ounts outstanding if we secure other financing or consummate a sale or license of assets, in each case resulting in net proceeds to us of $5.0 million or greater.

In connection with the Loan, the Lender received a five-year warrant (the “Initial Warrant Shares”) to purchase up to 272,727 shares of our common stock at an exercise price of $1.375 per share (representing 7.5% warrant coverage, or approximately 0.7% of our outstanding common stock), which immediately vested upon issuance. The second five-year warrant (the “Additional Warrant Shares”) to purchase up to an additional 378,788 shares of our common stock at an exercise price of $1.65 per share (representing up to an additional 12.5% warrant coverage, or approximately 1.0% of our outstanding common stock) vests at the time that each Advance is made in an amount equal to (i) the product of the amount of the Additional Warrant Shares multiplied by (ii) a ratio, (A) the numerator of which is the amount of the new Advance and (B) the denominator of which is $5.0 million. A portion of the Additional Warrant Shares has vested on the date of the $2.5 million Advance on March 29, 2010 and the $2.0 million Advance on June 29, 2010.

We took Advances of $2.0 million and $2.5 million in June 2010 and March 2010, respectively. At September 30, 2010, we had $4.5 million in outstanding borrowings under the Loan, which is reflected as line of credit – related party on our condensed consolidated balance sheet. The $5.0 million revolving loan expires in November 2012, at which time we must repay all borrowings under the Loan.

SpineView Development and Supply Agreement

On June 19, 2008, we entered into a Development and Supply Agreement with SpineView, Inc. (the “SpineView Agreement”), pursuant to which we were to develop and supply a CCD-based video endoscope to SpineView for use with SpineView’s products. On September 30, 2010, we received a prepayment of $1.4 million from SpineView for the initial, firm stocking order of 50 SpineView spinoscope sytems. During the three months ended September 30, 2010, we recognized $0.1 million in revenue for delivery of SpineView spinoscope systems. We will continue to apply the payment to amounts due from SpineView for purchases of scopes and recognize the associated revenue until the remaining $1.3 million is exhausted. SpineView will thereafter continue to pay us for products supplied.

Subsequent Event

On October 4, 2010, we announced that we have been awarded a Federal Supply Schedule ("FSS") Contract from the General Services Administration ("GSA") for our flexible endoscopy product lines as an approved vendor. The contract period is from October 15, 2010 through October 14, 2015. This GSA contract enables all federal healthcare facilities, including the Veterans Administration, Indian Health Service, and Department of Defense facilities, to order our technology. The GSA contract covers our flexible video and fiber endoscopes, which utilize our pioneering EndoSheath Technology. While certain of our products will be available for purchase by the GSA, there can be no assurance of the amount, if any, of products will be purchased.

Results of Operations

Three months ended September 30, 2010 compared to the three months ended September 30, 2009 (in thousands, except percentages)

Net Sales

Net sales decreased $0.6 million, or 20%, in the second quarter of fiscal 2011 to $2.3 million compared to $2.9 million in the second quarter of fiscal 2010. During the second quarter of fiscal 2011, our medical segment’s net sales of $1.7 million decreased by $0.5 million, or 23%, primarily attributable to lower sales to Medtronic of our ENT fiberscopes ($0.5 million). Our industrial segment’s net sales of $0.6 million decreased by $37 thousand, or 6%, primarily attributable to lower repair sales ($42 thousand).

In the medical segment, we track sales of endoscopes and EndoSheath disposables by market. We also track sales of peripherals and accessories which can be sold to more than one market. Sales by segment, market, and by category for the three months ended September 30, 2010 and 2009 were as follows:

	Three Months Ended September 30,
Market/Category	2010		2009		Difference			Percentage
ENT and TNE	$	590	$	1,007	$	(417	)		-41	%
Urology		699		520		179			34	%
Bronchoscopy		54		136		(82	)		-60	%
SpineView		74		-		74			n/m	*
Repairs, peripherals, and accessories		304		585		(281	)		-48	%
Total medical sales		1,721		2,248		(527	)		-23	%
Borescopes		416		411		5			1	%
Repairs		188		230		(42	)		-18	%
Total industrial sales		604		641		(37	)		-6	%
Net sales	$	2,325	$	2,889	$	(564	)		-20	%

______________________

* Not meaningful

Medical Segment

Medical Segment – ENT and TNE Markets

Sales to the ENT and TNE markets include both our ENT and TNE endoscopes and EndoSheath disposables and were as follows:

	Three Months Ended September 30,
ENT/TNE Market	2010		2009		Difference			Percentage
Endoscopes	$	583	$	974	$	(391	)		-40	%
Slide-On EndoSheaths		7		33		(26	)		-79	%
Total ENT/TNE market	$	590	$	1,007	$	(417	)		-41	%

Net sales to the ENT and TNE markets decreased $0.4 million, or 41%, in the second quarter of fiscal 2011 to $0.6 million compared to $1.0 million in the second quarter of fiscal 2010. The decrease in net sales was primarily attributable to lower sales to Medtronic of our fiberscopes ($0.5 million).

Medical Segment – Urology Market

Sales to the urology market include urology endoscopes and EndoSheath disposables and were as follows:

	Three Months Ended September 30,
Urology Market	2010		2009		Difference		Percentage
Endoscopes	$	322	$	176	$	146		83	%
Slide-On EndoSheaths		377		344		33		10	%
Total urology market	$	699	$	520	$	179		34	%

Net sales to the urology market increased $0.2 million, or 34%, in the second quarter of fiscal 2011 to $0.7 million compared to $0.5 million in the second quarter of fiscal 2010. The increase in net sales was primarily attributable to higher sales of our videoscopes ($0.1 million).

Medical Segment – Bronchoscopy Market

Sales to the bronchoscopy market include bronchoscopy endoscopes and EndoSheath disposables and were as follows:

	Three Months Ended September 30,
Bronchoscopy Market	2010		2009		Difference			Percentage
Endoscopes	$	44	$	131	$	(87	)		-66	%
Slide-On EndoSheaths		10		5		5			100	%
Total bronchoscopy market	$	54	$	136	$	(82	)		-60	%

Net sales to the bronchoscopy market decreased $82 thousand, or 60%, in the second quarter of fiscal 2011 to $54 thousand compared to $136 thousand in the second quarter of fiscal 2010. The decrease in net sales was primarily attributable to lower sales of our videoscopes ($57 thousand).

Medical Segment – Repairs, Peripherals, and Accessories

Net sales of repairs, peripherals, and accessories decreased $0.3 million, or 48%, in the second quarter of fiscal 2011 to $0.3 million compared to $0.6 million in the second quarter of fiscal 2010. The decrease was primarily attributable to lower sales volume of peripherals and accessories for our ENT endoscopes ($0.3 million).

Industrial Segment

Net sales of industrial products of $0.6 million decreased $37 thousand, or 6%, in the second quarter of fiscal 2011 compared to the same period last year. The decrease was primarily attributable to lower repair sales ($42 thousand). This segment’s products are mature, and therefore, we expect future sales to remain relatively flat.

Gross Profit (Net Sales Less Cost of Sales)

Gross profit from our two reportable segments was as follows:

	Three Months Ended September 30,
Gross Profit	2010			2009			Difference			Percentage
Medical	$	447		$	293		$	154			53	%
As percentage of net sales		26	%		13	%		13	%
Industrial		194			172			22			13	%
As percentage of net sales		32	%		27	%		5	%
Gross profit	$	641		$	465		$	176			38	%
Gross margin percentage		28	%		16	%		12	%

Gross profit increased $0.2 million, or 38%, in the second quarter of fiscal 2011 to $0.6 million from $0.5 million in the second quarter of fiscal 2010, primarily attributable to favorable manufacturing overhead absorption ($0.3 million). Gross margin percentage increased 12% in the second quarter of fiscal 2011 to 28% of net sales from 16% of net sales in the second quarter of fiscal 2010. The higher gross margin percentage was primarily attributable to favorable manufacturing overhead absorption in the second quarter of fiscal 2011 compared to the same period last year ($0.3 million, or 13% gross margin percentage impact).

Gross Profit – Medical Segment

Gross profit in our medical segment increased $0.2 million, or 53%, in the second quarter of fiscal 2011 to $0.4 million from $0.3 million in the second quarter of fiscal 2010, primarily attributable to favorable manufacturing overhead absorption ($0.1 million). Gross margin percentage increased 13% in the second quarter of fiscal 2011 to 26% of net sales from 13% of net sales in the second quarter of fiscal 2010. The higher gross margin percentage was primarily attributable to favorable manufacturing overhead absorption and lower scrap inventory in the second quarter of fiscal 2011 compared to the same period last year ($0.2 million, or 13% gross margin percentage impact on our medical segment gross profit).

Gross Profit – Industrial Segment

Gross profit in our industrial segment increased $22 thousand, or 13%, in the second quarter of fiscal 2011 to $194 thousand from $172 thousand in the second quarter of fiscal 2010, primarily attributable to favorable manufacturing overhead absorption ($154 thousand) partially offset by a higher inventory reserve and increased cost of sales for repairs ($104 thousand). Gross margin percentage increased 5% in the second quarter of fiscal 2011 to 32% of net sales from 27% of net sales in the second quarter of fiscal 2010. The higher gross margin percentage was primarily attributable to favorable manufacturing overhead absorption, partially offset by a higher inventory reserve and increased cost of sales for repairs ($50 thousand, or 7% gross margin percentage impact on our industrial segment gross profit).

Operating Expenses

Total operating expenses decreased $0.1 million, or 2%, in the second quarter of fiscal 2011 to $3.5 million from $3.6 million in the second quarter of fiscal 2010. Selling, general, and administrative (“SG&A”) expenses increased $0.1 million, or 3%, while research and development (“R&D”) expenses decreased $0.2 million, or 18%, compared to the same period last year.

Operating expenses, by segment, were as follows:

	Three Months Ended September 30,
Operating Expenses	2010		2009		Difference			Percentage
SG&A expenses
Medical	$	2,553	$	2,462	$	91			4	%
Industrial		242		245		(3	)		-1	%
Total SG&A expenses		2,795		2,707		88			3	%
R&D expenses
Medical		732		897		(165	)		-18	%
Industrial		-		-		-			-
Total R&D expenses		732		897		(165	)		-18	%
Total operating expenses	$	3,527	$	3,604	$	(77	)		-2	%

SG&A Expenses – Medical Segment

SG&A expenses in our medical segment increased $0.1 million, or 4%, in the second quarter of fiscal 2011 to $2.6 million, primarily attributable to higher sales commissions ($0.1 million).

SG&A Expenses – Industrial Segment

SG&A expenses in our industrial segment decreased $3 thousand, or 1%, in the second quarter of fiscal 2011 to $242 thousand, primarily attributable to lower stock-based compensation expense ($28 thousand), which was partially offset by higher sales commissions ($22 thousand).

R&D Expenses – Medical Segment

R&D expenses in our medical segment decreased $0.2 million, or 18%, in the second quarter of fiscal 2011 to $0.7 million, primarily attributable to lower manufacturing overhead allocations ($0.2 million).

R&D Expenses – Industrial Segment

There were no material R&D expenses incurred by our industrial segment during the second quarter of fiscal 2011 or 2010.

Other (Expense) Income

Other (expense) income was as follows:

	Three Months Ended September 30,
Other (Expense) Income	2010			2009			Difference			Percentage
Interest income	$	1		$	21		$	(20	)		-95	%
Interest expense		(90	)		(46	)		(44	)		-96	%
Debt cost expense		(36	)		-			(36	)		n/m	*
Other, net		(1	)		-			(1	)		n/m	*
Other expense	$	(126	)	$	(25	)	$	(101	)		-404	%

______________________

* Not meaningful

Interest Income

Interest income decreased $20 thousand, or 95%, in the second quarter of fiscal 2011 primarily attributable to lower cash and short-term investments balances.

Interest Expense

Interest expense increased $44 thousand, or 96%, in the second quarter of fiscal 2011 primarily attributable to the interest associated with the Advances of $4.5 million on the Loan.

Debt Cost Expense

In the second quarter of fiscal 2011, we recorded debt cost expense of $36 thousand associated with the issuance of the Initial and Additional Warrant Shares.

Other, Net

In the second quarter of fiscal 2011, we recorded other expense of $1 thousand primarily attributable to foreign exchange translation losses ($6 thousand), which were partially offset by receipt of a settlement for a former 401(k) investment fund ($4 thousand).

Net Loss

Net loss was as follows:

	Three Months Ended September 30,
Net Loss	2010			2009			Difference			Percentage
Loss before provision for income taxes	$	(3,012	)	$	(3,164	)	$	(152	)		-5	%
Income tax provision		2			6			(4	)		-67	%
Net loss	$	(3,014	)	$	(3,170	)	$	(156	)		-5	%

Loss Before Provision for Income Taxes

Loss before provision for income taxes decreased $0.2 million, or 5%, in the second quarter of fiscal 2011 to $3.0 million, primarily attributable to a higher gross profit ($0.2 million).

Income Tax Provision

We recorded a provision for state income taxes of $2 thousand and $6 thousand in the second quarter of fiscal 2011 and 2010, respectively.

Net Loss

Net loss decreased $0.2 million, or 5%, in the second quarter of fiscal 2011 to $3.0 million, primarily attributable to a higher gross profit ($0.2 million).

Six months ended September 30, 2010 compared to the six months ended September 30, 2009 (in thousands, except percentages)

Net Sales

Net sales decreased $1.3 million, or 20%, in the first half of fiscal 2011 to $5.0 million compared to $6.2 million in the first half of fiscal 2010. During the first half of fiscal 2011, our medical segment’s net sales of $3.8 million decreased by $1.0 million, or 21%, primarily attributable to lower sales to Medtronic of our fiberscopes ($1.2 million). Our industrial segment’s net sales of $1.1 million decreased by $0.2 million, or 18%, primarily attributable to lower sales of our borescopes ($0.2 million).

In the medical segment, we track sales of endoscopes and EndoSheath disposables by market. We also track sales of peripherals and accessories which can be sold to more than one market. Sales by segment, market, and by category for the six months ended September 30, 2010 and 2009 were as follows:

	Six Months Ended September 30,
Market/Category	2010		2009		Difference			Percentage
ENT and TNE	$	1,024	$	2,194	$	(1,170	)		-53	%
Urology		1,644		1,258		386			31	%
Bronchoscopy		471		332		139			42	%
SpineView		74		-		74			n/m	*
Repairs, peripherals, and accessories		627		1,069		(442	)		-41	%
Total medical sales		3,840		4,853		(1,013	)		-21	%
Borescopes		782		971		(189	)		-19	%
Repairs		335		383		(48	)		-13	%
Total industrial sales		1,117		1,354		(237	)		-18	%
Net sales	$	4,957	$	6,207	$	(1,250	)		-20	%

______________________

* Not meaningful

Medical Segment

Medical Segment – ENT and TNE Markets

Sales to the ENT and TNE markets include both our ENT and TNE endoscopes and EndoSheath disposables and were as follows:

	Six Months Ended September 30,
ENT/TNE Market	2010		2009		Difference			Percentage
Endoscopes	$	1,005	$	2,132	$	(1,127	)		-53	%
Slide-On EndoSheaths		19		62		(43	)		-69	%
Total ENT/TNE market	$	1,024	$	2,194	$	(1,170	)		-53	%

Net sales to the ENT and TNE markets decreased $1.2 million, or 53%, in the first half of fiscal 2011 to $1.0 million compared to $2.2 million in the first half of fiscal 2010. The decrease in net sales was primarily attributable to lower sales to Medtronic of our fiberscopes ($1.2 million).

Medical Segment – Urology Market

Sales to the urology market include urology endoscopes and EndoSheath disposables and were as follows:

	Six Months Ended September 30,
Urology Market	2010		2009		Difference		Percentage
Endoscopes	$	804	$	548	$	256		47	%
Slide-On EndoSheaths		840		710		130		18	%
Total urology market	$	1,644	$	1,258	$	386		31	%

Net sales to the urology market increased $0.4 million, or 31%, in the first half of fiscal 2011 to $1.6 million compared to $1.3 million in the first half of fiscal 2010. The increase in net sales was primarily attributable to higher sales of our fiberscopes ($0.2 million).

Medical Segment – Bronchoscopy Market

Sales to the bronchoscopy market include bronchoscopy endoscopes and EndoSheath disposables and were as follows:

	Six Months Ended September 30,
Bronchoscopy Market	2010		2009		Difference		Percentage
Endoscopes	$	438	$	313	$	125		40	%
Slide-On EndoSheaths		33		19		14		74	%
Total bronchoscopy market	$	471	$	332	$	139		42	%

Net sales to the bronchoscopy market increased $0.1 million, or 42%, in the first half of fiscal 2011 to $0.5 million compared to $0.3 million in the first half of fiscal 2010. The increase in net sales was primarily attributable to higher sales of our videoscopes and digital processing units, a component of our videoscope product line ($0.1 million).

Medical Segment – Repairs, Peripherals, and Accessories

Net sales of repairs, peripherals, and accessories decreased $0.4 million, or 41%, in the first half of fiscal 2011 to $0.6 million compared to $1.1 million in the first half of fiscal 2010. The decrease was primarily attributable to lower sales volume of peripherals and accessories for our ENT endoscopes ($0.5 million).

Industrial Segment

Net sales of industrial products of $1.1 million decreased $0.2 million, or 18%, in the first half of fiscal 2011 compared to the same period last year. The decrease was primarily attributable to lower sales of our borescopes ($0.2 million). This segment’s products are mature, and therefore, we expect future sales to remain relatively flat.

Gross Profit (Net Sales Less Cost of Sales)

Gross profit from our two reportable segments was as follows:

	Six Months Ended September 30,
Gross Profit	2010			2009			Difference			Percentage
Medical	$	969		$	733		$	236			32	%
As percentage of net sales		25	%		15	%		10	%
Industrial		361			520			-159			-31	%
As percentage of net sales		32	%		38	%		-6	%
Gross profit	$	1,330		$	1,253		$	77			6	%
Gross margin percentage		27	%		20	%		7	%

Gross profit increased $0.1 million, or 6%, in the first half of fiscal 2011 to $1.3 million compared to the same period last year, primarily attributable to favorable manufacturing overhead absorption and lower scrap inventory ($0.5 million), partially offset by the loss in gross profit from the lower sales volume (decrease in net sales of $1.3 million). Gross margin percentage increased 7% in the first half of fiscal 2011 to 27% of net sales from 20% of net sales in the first half of fiscal 2010. The higher gross margin percentage was primarily attributable to favorable manufacturing overhead absorption in the first half of fiscal 2011 compared to the same period last year ($0.4 million, or 7% gross margin percentage impact).

Gross Profit – Medical Segment

Gross profit in our medical segment increased $0.2 million, or 32%, in the first half of fiscal 2011 to $1.0 million from $0.7 million in the first half of fiscal 2010, primarily attributable to favorable manufacturing overhead absorption ($0.2 million). Gross margin percentage increased 10% in the first half of fiscal 2011 to 25% of net sales from 15% of net sales in the first half of fiscal 2010. The higher gross margin percentage was primarily attributable to favorable manufacturing overhead absorption and lower scrap inventory in the first half of fiscal 2011 compared to the same period last year ($0.4 million, or 9% gross margin percentage impact on our medical segment gross profit).

Gross Profit – Industrial Segment

Gross profit in our industrial segment decreased $0.2 million, or 31%, in the first half of fiscal 2011 to $0.4 million from $0.5 million in the first half of fiscal 2010, primarily attributable to increased cost of sales for repairs ($0.2 million). Gross margin percentage decreased 6% in the first half of fiscal 2011 to 32% of net sales from 38% of net sales in the first half of fiscal 2010. The lower gross margin percentage was primarily attributable to a higher inventory reserve and increased cost of sales for repairs, partially offset by favorable manufacturing overhead absorption ($27 thousand, or 3% gross margin percentage impact on our industrial segment gross profit).

Operating Expenses

Total operating expenses decreased $0.3 million, or 4%, in the first half of fiscal 2011 to $6.6 million from $6.9 million in the first half of fiscal 2010. Selling, general, and administrative (“SG&A”) expenses increased $0.1 million, or 2%, while research and development (“R&D”) expenses decreased $0.4 million, or 21%, compared to the same period last year.

Operating expenses, by segment, were as follows:

	Six Months Ended September 30,
Operating Expenses	2010		2009		Difference			Percentage
SG&A expenses
Medical	$	4,777	$	4,732	$	45			1	%
Industrial		496		457		39			9	%
Total SG&A expenses		5,273		5,189		84			2	%
R&D expenses
Medical		1,330		1,683		(353	)		-21	%
Industrial		-		-		-			-
Total R&D expenses		1,330		1,683		(353	)		-21	%
Total operating expenses	$	6,603	$	6,872	$	(269	)		-4	%

SG&A Expenses – Medical Segment

SG&A expenses in our medical segment increased $45 thousand, or 1%, in the first half of fiscal 2011 to $4.8 million, primarily attributable to higher sales commissions ($185 thousand), partially offset by lower consulting expenses ($149 thousand).

SG&A Expenses – Industrial Segment

SG&A expenses in our industrial segment increased $39 thousand, or 9%, in the first half of fiscal 2011 to $0.5 million, primarily attributable to higher repair costs for demonstration equipment ($26 thousand).

R&D Expenses – Medical Segment

R&D expenses in our medical segment decreased $0.4 million, or 21%, in the first half of fiscal 2011 to $1.3 million, primarily attributable to lower manufacturing overhead allocations ($0.3 million).

R&D Expenses – Industrial Segment

There were no material R&D expenses incurred by our industrial segment during the first half of fiscal 2011 or 2010.

Other (Expense) Income

Other (expense) income was as follows:

	Six Months Ended September 30,
Other (Expense) Income	2010			2009			Difference			Percentage
Interest income	$	3		$	71		$	(68	)		-96	%
Interest expense		(145	)		(46	)		(99	)		-215	%
Debt cost expense		(63	)		-			(63	)		n/m	*
Other, net		-			(28	)		28			100	%
Other expense	$	(205	)	$	(3	)	$	(202	)		-6733	%

______________________

* Not meaningful

Interest Income

Interest income decreased $68 thousand, or 96%, in the first half of fiscal 2011 primarily attributable to lower cash and short-term investments balances.

Interest Expense

Interest expense increased $99 thousand in the first half of fiscal 2011 primarily attributable to the interest associated with the Advances of $4.5 million on the Loan.

Debt Cost Expense

In the first half of fiscal 2011, we recorded debt cost expense of $63 thousand associated with the issuance of the Initial and Additional Warrant Shares.

Other, Net

In the first half of fiscal 2010, we recorded a loss on the sale of investments of $28 thousand.

Net Loss

Net loss was as follows:

	Six Months Ended September 30,
Net Loss	2010			2009			Difference			Percentage
Loss before provision for income taxes	$	(5,478	)	$	(5,622	)	$	(144	)		-3	%
Income tax provision		5			16			(11	)		-69	%
Net loss	$	(5,483	)	$	(5,638	)	$	(155	)		-3	%

Loss Before Provision for Income Taxes

Loss before provision for income taxes decreased $0.1 million, or 3%, in the first half of fiscal 2011 to $5.5 million, primarily attributable to a higher gross profit ($0.1 million).

Income Tax Provision

We recorded a provision for state income taxes of $5 thousand and $16 thousand in the first half of fiscal 2011 and 2010, respectively. We incurred a net operating loss (“NOL”) for the first half of fiscal 2011 and expect to have a NOL for the entire fiscal year. As a result, no income tax provision was recorded for federal income tax purposes.

Net Loss

Net loss decreased $0.2 million, or 3%, in the first half of fiscal 2011 to $3.0 million, primarily attributable to a higher gross profit ($0.1 million).

Liquidity and Capital Resources

At September 30, 2010, our principal source of liquidity was working capital of approximately $3.7 million, including $4.5 million in cash and short-term investments. Our cash and cash equivalents increased $1.9 million during the first half of fiscal 2011 as compared to a decrease of $1.3 million in the first half of fiscal 2010. The increase was primarily attributable to proceeds received from customers for deferred revenue arrangements during the first half of fiscal 2011 ($3.9 million).

In the first half of fiscal 2011, we used $0.5 million of net cash in our operating activities compared to $4.3 million in the first half of fiscal 2010. The lower cash used in operations was primarily attributable to the receipt of a proceeds from customers for deferred revenue arrangements during the first half of fiscal 2011 ($3.9 million).

In the first half of fiscal 2011, we provided $0.4 million of net cash in our investing activities compared to $3.0 million in the first half of fiscal 2010. The decrease was primarily attributable to reduced proceeds yielded from sales and maturities of our short-term investments ($5.4 million).

In the first half of fiscal 2011, we provided $2.1 million of net cash from our financing activities compared to $26 thousand in the first half of fiscal 2010. The increase was primarily attributable to the proceeds from an Advance on the Loan during the first quarter of fiscal 2011 ($2.0 million).

We have incurred losses since our inception, and losses are expected to continue through at least fiscal years 2011 and 2012. We have funded the losses principally with cash flow from operations, advances under the Loan, proceeds from public and private equity financings, payments from Medtronic related to the sale of certain assets related to our ENT EndoSheath technology business, and the sale of other assets. We have also received $3.9 million of deposits from two customers (the “Prepayments”) during the three months ended September 30, 2010 to support anticipated orders, which are expected to ship by the end of fiscal 2011. We believe that our cash, including the Prepayments, and $0.5 million of capital available, subject to certain conditions, under the Loan will be sufficient to fund our working cap ital, capital expenditures, and future operating losses until December 31, 2011. However, if our performance expectations fall short (including regaining sales or profits historically generated from Medtronic and generating expected sales from Stryker and SpineView) or our expenses exceed expectations, we will need to either secure additional financing or reduce expenses or a combination. Our failure to do so would have a material adverse impact on our prospects and financial condition. There can be no assurance that any contemplated external financing will be available on terms acceptable to us, if at all, or that we will be able to reduce expenses.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We have evaluated, under the supervision and with the participation of our senior management, including our Interim Chief Executive Officer (“Interim CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2010. Based upon the foregoing, our Interim CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2010.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the three months ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes from the information discussed in Part I, Item 1A. Risk Factors, on page 19 of our Annual Report on Form 10-K for the year ended March 31, 2010, except for the information discussed below. You should carefully consider the risks and uncertainties we discussed in our Form 10-K and the risks described below in this quarterly report before deciding to invest in, or retain, shares of our common stock. These are not the only risks and uncertainties that we face. Additional risks and uncertainties that we do not currently know about or that we currently believe are immaterial, or that we have not predicted, may also harm our business operations or adversely affect us. If any of these risks or uncertainties actually occurs, our busi ness, financial condition, operating results, or liquidity could be materially harmed.

We have a history of operating losses and we may not achieve or maintain profitability in the future

We have incurred substantial operating losses since our inception and there can be no assurance that we will achieve a profitable level of operations in the future. We anticipate a negative cash flow during fiscal years 2011 and 2012, because of spending for research and development, increasing our global network of independent sales representatives and distributors, investing in a direct sales force for the North American market, general business operations, and capital expenditures. As of September 30, 2010, we had cash and cash equivalents totaling approximately $4.5 million. We expect that our current balance of cash (including the remaining amounts of Prepayments) and $0.5 million of capital available, subject to certain conditions, under the Loan will be sufficient to fund our operations until December 31, 2011 . However, if our performance expectations fall short (including regaining sales or profits historically generated from Medtronic and generating expected sales from Stryker and SpineView) or our expenses increase, we will need to either secure additional financing or reduce expenses or a combination thereof, and in such instance, the failure to do so would have a material adverse impact on our financial condition. There can be no assurance that any contemplated external financing will be available on terms acceptable to us, if at all.

Our risk related to the supply agreement with Stryker

Pursuant to our agreement with Stryker, we will supply to Stryker our flexible video and fiber cystoscopes and related EndoSheath products for a term of three years. We will also supply Stryker with flexible ureteroscopes upon launch of this product line, expected to occur during calendar 2011. Stryker will initially have the exclusive rights to distribute these products in North and Latin America, South America, China and Japan, and 12 months post-launch, throughout the rest of the world. There can be no assurance that Stryker will purchase any products from us or will succeed in marketing and selling these products. If they do not purchase such products or are unsuccessful in marketing or selling these products, will not be able to distribute those products to others and could g enerate little or no revenue from the Stryker agreement. Stryker also agreed to prepay $5 million in anticipation of ordering scopes and EndoSheath products from us, of which $2.5 million has been prepaid as of September 30, 2010. There is no required minimum purchase amount which Stryker is required to buy from us. Although we expect that they will order sufficient quantities of products to fully utilize these prepayments, if they do not do so by the end of the term, we would be required to return any unused amount which they prepaid to us. This would include amounts that we used to purchase parts and components, of which we will not receive compensation or reimbursement. If we are required to refund any amounts paid to us, it will have a material adverse effect on our liquidity, ability to fund working capital and our financial condition. There can be no assurance that we will have available funds to do so.

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

N/A

Item 3. Defaults Upon Senior Securities

N/A

Item 4. Submission of Matters to a Vote of Stockholders

Our fiscal 2010 Annual Meeting of Stockholders was held on September 2, 2010 for the purpose of electing two Class I Directors to serve a three-year term, to ratify the appointment of EisnerAmper LLP (formerly Amper, Politziner & Mattia, LLP) as our independent registered public accountants, and to amend our 2007 Stock Incentive Plan.

Lewis C. Pell and John J. Rydzewski were elected to serve as Class I Directors. Votes cast for the election of directors were as follows:

Election of Class I Directors

Lewis C. Pell	For:	20,679,686	Withheld:	2,174,896
John J. Rydzewski	For:	22,774,517	Withheld:	80,065

;

The vote on the ratification of the appointment of EisnerAmper LLP (formerly Amper, Politziner & Mattia, LLP) as the independent registered public accountants was as follows:

	For:	32,174,401	Against:	63,648
			Abstain:	10,598

The vote on the amendment of our 2007 Stock Incentive Plan was as follows:

	For:	20,516,734	Against:	2,336,248
			Abstain:	1,600

David W. Anderson, Warren Bielke, Lothar Koob, and Katsumi Oneda continued to serve as members of our Board of Directors after the annual meeting.

Item 5. Other Information

N/A

Item 6. Exhibits

Exhibits
10.1		2007 Stock Incentive Plan, as amended (Filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 22, 2010 and incorporated herein by reference from such Schedule 14A).
10.2		Supply Agreement dated September 22, 2010 between Vision-Sciences, Inc. and Stryker Corporation. Confidential portions of this exhibit have been omitted pending a request for confidential treatment pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934. Such confidential portions have been confidentially submitted separately to the Securities and Exchange Commission. (Filed as an Exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2010 and incorporated by reference herein from such Form 8-K).
31.1		Certifications of Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Interim Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

SIGNATURES

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

	VISION-SCIENCES, INC.

Date: November 10, 2010	By:	/s/ Warren Bielke
		Warren Bielke
		Interim Chief Executive Officer (Duly Authorized Officer)

Date: November 10, 2010
	By:	/s/ Katherine L. Wolf
		Katherine L. Wolf
		Chief Financial Officer and EVP, Corporate Development (Principal Financial Officer and Principal Accounting Officer)

VISION-SCIENCES, INC.

EXHIBIT INDEX

Exhibit Description of Exhibit

31.1	Certifications of Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Interim Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Litigous
Readability	H.S. sophomore Good

Cogentix Medical Inactive 10-Q2010 Q3 Quarterly report

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