U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)
x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

      For the fiscal quarter ended                 June 30, 2011                 

o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from                              to

VYCOR MEDICAL, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

333-149782

20-3369218

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3651 FAU Boulevard, Suite 300, Boca Raton, FL 33434
(Address of principal executive offices) (Zip code)

Issuer's telephone number: (561) 558-2000
Securities registered under Section 12(g) of the Exchange Act:

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

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

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

				Large accelerated filer o			Accelerated filer 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 in Rule 12b-2 of the Exchange Act). Yes o No x

There were 804,985,775 shares outstanding of registrant's common stock, par value $0.0001 per share, as of August 15, 2011.

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

	PART I
	Item 1.			Financial Statements						3
				Consolidated Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010						3
				Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2011 and June 30, 2010						5
				Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010						6
				Notes to Unaudited Consolidated Financial Statements						7
	Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operation						25
	Item 3			Quantitative and Qualitative Disclosures About Market Risk						34
	Item 4			Controls and Procedures						34
	PART II
	Item 1			Legal Proceedings						35
	Item 1A			Risk Factors						35
	Item 2			Unregistered Sales of Equity Securities and Use of Proceeds						35
	Item 3			Defaults Upon Senior Securities						36
	Item 4.			(Removed and Reserved)						36
	Item 5.			Other Information						36
	Item 6.			Exhibits						36
	SIGNATURES									37

PART I

ITEM 1. FINANCIAL STATEMENTS

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			1,161,832			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	)

				June 30, 2011			December 31, 2010 (restated, refer to Note 5)
				1,943,636			88,714
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	4,760,602		$	2,153,694

See accompanying notes to financial statements

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

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 as adjusted for non-cash items			(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

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 issued 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.

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 $61,336 and $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.

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 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.

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 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:

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 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 as soon as possible, 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 periods 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

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

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

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 or pari 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 $0.0125 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 or pari 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 or pari 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 December 31, 2012, is secured by a first priority security interest in all of the assets of the Company, and is senior to or pari 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

							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 or pari 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

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. 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. The company assesses the value of the beneficial conversion feature of its convertible debt by determining the intrinsic value of such conversion, under ASC 470, at the time of issuance. At the time of issuance of each of the convertible debt instruments set out above, the fair value of the stock 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, 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,			December 31,
				2011			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
										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,			December 31,
				2011						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 devices			3 years
				Computer equipment and software			3 years
				Furniture and fixtures			7 years
				Machinery and office equipment			5 years
				Internally Developed Software			5 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.

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.

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.

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 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

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									—	&#