UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

Commission File Number: 1-11140

OPHTHALMIC IMAGING SYSTEMS

(Exact name of registrant as specified in its charter)

California		94-3035367
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

221 Lathrop Way, Suite I, Sacramento, CA 95815

(Address and zip code of principal executive offices)

(916) 646-2020

(Registrant’s telephone number, including area code)

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 (§232.405 of this chapter) 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 definition 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

As of May 13, 2011, 30,304,151 shares of common stock, no par value, were outstanding.

OPHTHALMIC IMAGING SYSTEMS

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2011

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	2

	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2011 and 2010.	3

	Condensed Consolidated Statements of Comprehensive Loss for Three Months ended March 31, 2011 and 2010.	4

	Condensed Consolidated Statements of Cash Flows for Three Months ended March 31, 2011 and 2010.	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	29

Item 6.	Exhibits	29

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Ophthalmic Imaging Systems Condensed Consolidated Balance Sheets (Unaudited)

Assets	March 31, 2011			December 31, 2010
Current assets:
Cash and cash equivalents	$	2,795,627		$	3,905,910
Accounts receivable, net		3,688,335			4,088,269
Inventories, net		1,635,996			1,757,873
Prepaid expenses and other current assets		495,063			357,380
Total current assets		8,615,021			10,109,432

Furniture and equipment, net		458,035			470,717
Capitalized imaging software, net		126,180			168,239
Capitalized software development, net		287,704			383,607
AcerMed asset purchase, net		142,523			190,029
Goodwill		807,000			807,000
Customer relationship intangible assets, net		394,488			411,863
Other intangible assets, net		57,815			66,075
Other assets		32,738			12,524
Total assets	$	10,921,504		$	12,619,486

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	934,087		$	1,256,515
Accrued liabilities		1,421,416			1,709,616
Derivative liability financial instruments		1,369,182			1,698,416
Deferred extended warranty revenue-current portion		1,978,094			1,722,235
Customer deposits		276,670			312,731
Notes payable-current portion		1,470,897			1,518,099
Total current liabilities		7,450,346			8,217,612


Deferred extended warranty revenue, less current portion		252,346			251,785
Notes payable, less current portion		1,807,773			1,301,523
Total liabilities		9,510,465			9,770,920

Commitments and contingencies

Equity
Ophthalmic Imaging Systems’ stockholders' equity:
Preferred stock, 20,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2011 and December 31, 2010
Common stock, no par value, 100,000,000 shares authorized; 30,304,151 shares issued and outstanding at March 31, 2011 and December 31, 2010		21,722,550			21,708,743
Additional paid-in-capital		139,095			65,544
Accumulated deficit		(20,826,730	)		(19,284,427	)
Cumulative translation adjustment		(31,303	)		(58,368	)
Total Ophthalmic Imaging Systems’ stockholders’ equity		1,003,612			2,431,492
Noncontrolling interest		407,427			417,074
Total equity		1,411,039			2,848,566
Total liabilities and stockholders' equity	$	10,921,504		$	12,619,486

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Ophthalmic Imaging Systems

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended March 31,
	2011			2010
Sales - products	$	2,266,224		$	3,119,125
Cost of sales - products		1,210,788			1,135,909
Cost of sales – amortization		185,469			185,468

Gross profit - products		869,967			1,797,748

Sales - service		1,197,716		$	1,014,190
Cost of sales - service		675,588			545,376
Gross profit - service		522,128			468,814

Total net sales		3,463,940			4,133,315
Cost of sales		2,071,845			1,866,753
Gross profit		1,392,095			2,266,562

Operating expenses:
Sales and marketing		1,716,821			1,544,594
General and administrative		618,889			516,879
Research and development		849,406			844,198
Total operating expenses		3,185,116			2,905,671
Loss from operations		1,793,021			639,109


Other income (expense)
Change in fair value of derivative financial liabilities		329,234			(768,605	)
Interest expense		(62,663	)		(70,013	)
Other expenses		(21,773	)		(51,722	)
Interest income		9,135			10,359
Total other expense, net		253,933			(879,981	)

Net loss before taxes		(1,539,088	)		(1,519,090	)
Income tax (expense) benefit		(12,862	)		12,876

Net loss		(1,551,950	)		(1,506,214	)
Less: noncontrolling interest’s share		9,647			11,224
Net loss attributable to Ophthalmic Imaging Systems	$	(1,542,303	)	$	(1,494,990	)
Shares used in the calculation of basic and diluted net loss per share		30,304,151			26,518,618

Basic and diluted net loss per share (1)	$	(0.05	)	$	(0.06	)

(1)	The amount of anti-dilutive shares for the three months ended March 31, 2011 and 2010 were 1,164,096 and 1,665,711 respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Ophthalmic Imaging Systems
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)

	Three months ended March 31,
	2011			2010
Net loss attributable to Ophthalmic Imaging Systems	$	(1,542,303	)	$	(1,494,990	)
Other comprehensive loss
Foreign currency translation		27,065			(19,789	)
Comprehensive net loss	$	(1,515,238	)	$	(1,514,779	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Ophthalmic Imaging Systems
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Three months ended March 31,
	2011			2010
Operating activities:
Net loss	$	(1,551,950	)	$	(1,506,214	)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization		60,387			77,305
Loss on disposal of equipment		-			1,541
Stock based compensation expense Warranty Expense		13,807 17,713			9,125 52.300
Change in fair value of derivative liability financial instruments		(329,234	)		768,605
Amortization of AcerMed software license		47,506			47,506
Amortization of imaging software		42,059			42,059
Amortization of R&D		95,902			95,902
Amortization of prepaid financing related to note payable		-			16,646
Discount related to note payable		17,561			43,003
Amortization of customer relationship intangibles		23,289			15,030
Net decrease in accounts receivable – customer		489,862			392,789
Provision for bad debt		(89,024	)		1,197
Net decrease (increase) in inventories		120,282			(176,598	)
Net increase in prepaid and other assets		(137,682	)		(390,659	)
Net (increase) decrease in other assets		(17,962	)		10,611
Net decrease in accounts payable – related parties		-			(7,514	)
Net (decrease) increase in other liabilities other than short-term borrowings		(398,690	)		461,207
Net cash used in operating activities		(1,596,174	)		(46,159	)
Investing activities:
Purchase of furniture and equipment		(48,057	)		(63,727	)

Financing activities:
Principal payments on notes and leases payable		(243,594	)		(20,533	)
Principal payments on notes payable - auto		(1,716	)		(10,679	)
Notes payable – Abraxas		-			43,400
Payments for financing fees		-			(10,960	)
Proceeds from refinance		750,000			-
Net cash provided by financing activities		504,690			1,228

Effect of exchange rate changes on cash and cash equivalents		29,258			(23,340	)

Net decrease in cash and equivalents		(1,110,283	)		(131,998	)
Cash and equivalents, beginning of the period		3,905,910			5,406,239
Cash and equivalents, end of the period	$	2,795,627		$	5,274,241

Non-cash financing for the three months ended March 31, 2010:
- $250,000 of our convertible notes payable was converted into shares of our common stock.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Three Month Periods ended March 31, 2011 and 2010

(Unaudited)

Note 1.

Critical Accounting Policies

Basis of Presentation

	The accompanying unaudited condensed consolidated balance sheet as of March 31, 2011, condensed consolidated statements of operations for the three months ended March 31, 2011 and 2010, and the consolidated comprehensive loss and consolidated cash flows for the three months ended March 31, 2011 and 2010 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the audited financial statements and notes thereto included in the Annual Report of Ophthalmic Imaging Systems’ (the “Company”) for the year ended December 31, 2010 on Form 10-K. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations for the periods presented. The results of operations for the period ended March 31, 2011 are not necessarily indicative of the operating results expected for the full year. Certain reclassifications have been made to prior period amounts to conform to classifications adopted in the current period.

	Revenue Recognition

	The Company’s revenue recognition policies are in compliance with applicable accounting rules and regulations including FASB Accounting Standards Codification Topic 985, Software, Topic 605, Revenue and Subtopic 25, Multiple-Element Arrangements. The significant deliverables in the multiple-element arrangements that the company engages in represent hardware and software product sales, installation and training services, and support services. These deliverables qualify for separate units of accounting. Under accounting for revenue with multiple element arrangements, the multiple components of the Company’s revenue are considered separate units of accounting in that revenue recognition occurs at different points of time for (1) product shipment, (2) installation and training services, and (3) service contracts based on performance or over the contract term as we incur expenses related to the contract revenue.

	Revenue for products is recognized when title passes to the customer, which is upon shipment, provided there are no conditions to acceptance, including specific acceptance rights. If the Company make an arrangement that includes specific acceptance rights, revenue is recognized when the specific acceptance rights are met. Upon review, the Company concluded that consideration received from customer agreements is reliably measurable because the amount of the consideration is fixed and no specific refund rights are included in the arrangement. The Company defers 100% of the revenue from sales shipped during the period that we believe may be uncollectible. When contract terms include multiple elements that are considered separate units of accounting, the consideration is allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price. The best estimate of selling price is determined in a manner that is consistent with that used to determine the price to sell the deliverable on a stand alone basis. Separation of consideration received in such arrangements is determined based on a selling price hierarchy for determining the selling price of a deliverable, which is based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price. The Company determines the selling price for deliverables based on vendor-specific objective evidence of selling price determined based on the price charged for each deliverable sold separately.

	Installation revenue is recognized when the installation is complete. Separate amounts are charged and assigned in the customer quote, sales order and invoice, for installation and training services. These amounts are determined based on fair value, which is calculated in accordance with industry and competitor pricing of similar services and adjustments according to market acceptance. There is no price reduction in the product price if the customer chooses not to have us complete the installation.

	Extended product service contracts are offered to our customers and are generally entered into prior to the expiration of our one year product warranty. The revenue generated from these transactions is recognized over the contract period, normally one to four years.

	The Company does not have a general policy for cancellation, termination, or refunds associated with the sale of our products and services. All items are on one quote/purchase order with payment terms specified for the whole order. Occasionally, the Company have customers who require specific acceptance tests and, accordingly, The Company does not recognize such revenue until these specific tests are met.

	Tax Provision

	Deferred taxes are calculated using the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

	The Company calculates its tax provision quarterly and determine the amount of our deferred tax asset that will more-likely-than-not be used in the future. In making this determination, the Company assess the amount of our unlimited and capped net operating losses amounts the Company will more likely than not be able to use, as well as the deferred tax asset amount related to the temporary differences of the Company’s balance sheet accounts.

	FASB Accounting Standards Codification Topic No. 740, Taxes, provides the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 also prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. In addition, Topic 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We apply Topic 740 to all of our tax positions.

	The Company does not currently allocate taxes between the Company and its subsidiary, Abraxas, due to the immaterial impact of Abraxas on our tax provision.

	Goodwill and Other Intangible Assets

	The Company tests goodwill and other intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. Goodwill is allocated to various reporting units, which are generally an operating segment or one reporting level below the operating segment. The Company compares the fair value of each reporting unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of its goodwill. The Company compares the fair values of other intangible assets to their carrying amounts. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of goodwill and other intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

	The Company has not recorded an impairment loss related to goodwill or other intangible assets during the three months ended March 31, 2011 and 2010, respectively.

	Software Capitalization

	In 2008, the Company capitalized our EMR and PM software that we acquired from AcerMed through the bankruptcy court. This software was purchased with the intention that it would be sold, leased or marketed, upon modification by the Company’s research and development, team to our customers. The amount that the Company capitalized for this software was $570,077. During the first three months of 2009, the Company began to sell this software, and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. Our EMR and PM software was amortized during the three months ended March 31, 2011 in the amount of $47,506. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $142,523 and $190,029, respectively.

	The Company also capitalized the development costs incurred to prepare this software for sale. Development costs were capitalized once technological feasibility was established. The Company believes that the software was technologically feasible when it began to capitalize the costs because it had worked with a model/prototype that had been in the market before our acquisition. The amount of development that was capitalized in connection with this software is $1,150,831. During the first three months of 2009, the Company began to sell this software, and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. The amount of this asset that was amortized during the three months ended March 31, 2011 was $95,903. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $287,704 and $383,607, respectively.

	In 2008, the Company also capitalized $504,711 of costs associated with the development of a web-based software once technological feasibility was established. During the first three months of 2009, the Company began to sell this software and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. The amount of this asset that was amortized during the three months ended March 31, 2011 was $42,059. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $126,180 and $168,239, respectively.

	Warranty Reserve

	The Company’s warranty reserve contains two components, a general product reserve recorded on a per product basis and a specific reserve. The product reserve is calculated based on a fixed dollar amount per product shipped each quarter. Specific reserves usually arise from the introduction of new products. When a new product is introduced, the Company reserve for specific problems arising from potential issues, if any. As issues are resolved, we reduce the specific reserve. These types of issues can cause our warranty reserve to fluctuate outside of sales fluctuations.

	The Company estimate’s the cost of the various warranty services by taking into account the estimated cost of servicing routine warranty claims in the first year, including parts, labor and travel costs for service technicians. The Company analyzes the gross profit margin of our service department, the price of our extended warranty contracts, factor in the hardware costs of the various systems, and use a percentage to calculate the cost per system to use for the first year manufacturer’s warranty.

	During the three months ended March 31, 2011 and 2010 the general warranty reserve increased from $141,022 to $183,138 due to the increase in product shipments versus the amount of replacements, repairs or upgrades performed.

	Convertible Notes and Warrants

	The Company issued convertible notes (the “Notes”) which are convertible into shares of our common stock and warrants (the “Warrants”) to purchase shares of our common stock. The anti-dilution provisions present in the conversion option of the Notes and Warrants trigger if we issue or sell any equity securities or securities convertible into equity, options or rights to purchase equity securities at a per share selling price less than the exercise price. Once triggered, the exercise price will be adjusted pursuant to a weighted-average formula. The fair value of the conversion option of the Note has been recorded in the balance sheet as a derivative financial liability. The fair value of the conversion option of the Note is determined based on a lattice valuation model and the changes in the fair value of the conversion option is reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the conversion option was $39,478 and $70,400, respectively. The fair value of the Warrants has also been recorded in the balance sheet as derivative financial liabilities. The fair values of the Warrants are determined based on a lattice valuation model and the changes in the fair value are reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the Warrants was $1,329,704 and $1,628,016, respectively.

	Derivative Liability Financial Instruments

	Derivative liability financial instruments are comprised of warrants to purchase shares of our common stock and embedded conversion options issued in connection with a convertible note. Anti-dilution provisions present in these instruments adjust the exercise price of the warrants and conversion price of the convertible debt if the Company sells any equity securities or securities convertible into equity, options or rights to purchase equity securities, at a per share selling price less than the exercise price pursuant to a weighted-average formula. The Company records all derivative liability financial instruments in the balance sheet within the Derivative Liability Financial Instruments statement caption at fair value. Changes in the fair values of these instruments are reported in the results of operations for the period. The Company does not hold any derivative liability financial instruments that reduce risk associated with hedging exposure and, accordingly, the Company has not designated any of its derivatives liability financial instruments as hedge instruments.

	Principles of Consolidation

	The consolidated financial statements include the accounts of OIS, Abraxas, the 63% investment in CCS, OIS’ branch in Europe, and OIS Global. All significant intercompany balances and transactions have been eliminated in consolidation.

	Foreign currencies

	The consolidated financial statements are presented in the reporting currency of Ophthalmic Imaging Systems, U.S. Dollars (“USD”). The functional currency for the Company’s OIS Europe branch and its 63% investment in CCS, is the European Union Euro (€). Accordingly, the balance sheet of OIS Europe and CCS is translated into USD using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded directly in shareholders’ equity as “cumulative translation adjustment.” Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded in the statement of operations. The statement of cash flows reflects the reporting currency equivalent of foreign currency cash flows using the exchange rates in effect at the time of the cash flow.

	Recently Issued Accounting Guidance

	Adopted

	On January 1, 2011, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to revenue recognition for multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price; eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements. The adoption of this update did not result in a change in the units of accounting, the way the Company allocates the arrangement consideration to various units of accounting or the pattern and timing of revenue recognition. The adoption of this Update did not have a material effect on the Consolidated Financial Statements.

	On January 1, 2011, the Company adopted changes issued by the FASB to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). These changes were applied to the disclosures in Note 7 to the Consolidated Financial Statements.

	On January 1, 2011, the Company adopted changes issued by the FASB to the testing of goodwill for impairment. These changes require an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors. This will result in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. The adoption of these changes had no impact on the Consolidated Financial Statements.

	On January 1, 2011, the Company adopted changes issued by the FASB to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The adoption of these changes had no impact on the Consolidated Financial Statements.

Note 2.	Inventories

	Inventories, which consist primarily of purchased system parts, subassemblies and assembled systems, are stated at the lower of cost (determined using the first-in, first-out method) or market.

	Inventories consist of the following:

	As of March 31, 2011		As of December 31, 2010
Raw materials	$	443,671	$	555,899
Work-in-process		467,793		520,824
Finished goods		724,532		681,150
	$	1,635,996	$	1,757,873

Note 3.	Loss Per Share

	Basic loss per share which excludes dilution, is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, warrants or convertible debt, result in the issuance of common stock, which shares in the earnings of the Company. The treasury stock method is applied to determine the dilutive effect of convertible or exercisable securities in computing diluted earnings per share. The Company currently is in a loss position and does not calculate diluted earnings per share.

Note 4.	Related Party Transactions

	U.M. AccelMed, Limited Partnership

	As of March 31, 2011, U.M. AccelMed, Limited Partnership, an Israeli limited partnership (“AccelMed”) is our largest shareholder with 13,338,603 shares of our common stock or 44%. On June 24, 2009 AccelMed acquired 9,633,228 shares and a warrant to purchase up to 3,211,076 shares of our common stock for an aggregate purchase price of $3,999,972. The 1st installment warrant has an exercise price of $1.00 per share and expires on June 23, 2012. We recorded $3,552,599 of the aggregate purchase price of $3,999,972 to common stock, net of stock issuance costs and the remaining amount allocated to warrants. On May 26, 2010 the 2nd and final installment was completed, under which we issued to AccelMed 3,581,089 shares and a warrant to purchase up to 1,193,696 shares for an aggregate purchase price of $1,999,967. The 2nd installment warrant has an exercise price of $1.00 per share and expires on June 23, 2012. We recorded $1,346,326 of the aggregate purchase price of $1,999,967 to common stock, net of stock issuance costs and the remaining amount allocated to warrants. The remaining 124,286 shares of common stock were purchased from MediVision Medical Imaging Ltd. on January 6, 2010 at a purchase price of $0.70 per share.

	The warrants issued to AccelMed include certain anti-dilution provisions which trigger if we issue or sell any equity securities or securities convertible into equity, options or rights to purchase equity securities at a per share selling price less than the exercise price, then the exercise price will be adjusted pursuant to a weighted-average formula. We record the fair value of the warrants issued to AccelMed on June 24, 2009 and May 26, 2010, in the balance sheet as a derivative financial liability. The fair values of these warrants are determined based on a lattice valuation model and changes in the fair value of the warrants are reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total values of these warrants were $928,085 and $1,169,280, respectively.

	MediVision Medical Imaging Ltd.

	As of March 31, 2011, MediVision Medical Imaging Ltd., an Israeli corporation (“MediVision”), is our second largest shareholder with 8,630,825 shares of our common stock, or 29%.

	On October 21, 2009 we purchased substantially all the assets of MediVision (the “MediVision Asset Purchase”). At March 31, 2011, the carrying values of the assets acquired from MediVision were as follows: intangible assets related to customer relationships and goodwill were $394,488 and $807,000, respectively. During the three months ended March 31, 2011 and 2010, the Company recognized revenue of $253,511 and $282,825 and net losses of $86,137 and $86,010 related to the business operations purchased in connection with the MediVision Asset Purchase, respectively. As of March 31, 2011, the noncontrolling interest related to the business operations purchased from MediVision was $407,427.

	Relationships

	Gil Allon (our Chief Executive Officer), together with Noam Allon, President and Chief Executive Officer of MediVision, Gil Allon’s brother and a former director of OIS own 20.31% of MediVision’s ordinary shares. Ariel Shenhar (our Chief Financial Officer) owns 0.58% of MediVision’s ordinary shares.

	CCS Pawlowski GmbH

	CCS Pawlowski GmbH, a German corporation (“CCS”), was formerly a subsidiary of MediVision which owned 63% of CCS’ ownership interests. We acquired this ownership interest in connection with the MediVision Asset Purchase. After completion of the MediVision Asset Purchase all inter-company sales were eliminated upon consolidation.

	MediStrategy, Ltd.

	Effective January 1, 2010, OIS Global entered an agreement with MediStrategy Ltd., an Israeli company owned by Noam Allon (“MS”), for Mr. Allon’s consulting services. Under the agreement, MS will be compensated a monthly amount of approximately $18,000.

Note 5.	Share-based Compensation

	At March 31, 2011, we have six active stock-based compensation plans (the “Plans”). Options granted under these plans generally have a term of ten years from the date of grant unless otherwise specified in the option agreement. The plans generally expire ten years from the inception of the plans. The majority of options granted under these agreements have a vesting period of three to four years. Incentive stock options under these plans are granted at fair market value on the date of grant and non-qualified stock options granted can not be less than 85% of the fair market value on the date of grant.

	A summary of the changes in stock options outstanding under our equity-based compensation plans during the three months ended March 31, 2011 is presented below:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2011		3,774,557			$0.62		6.29	$	868,148
Granted		450,000			$0.83		9.95		-
Exercised		-			-		-		-
Forfeited/Expired		(128,000	)		$0.63		-		-
Outstanding at March 31, 2011		4,096,557			$0.64		6.17	$	696,415
Exercisable at March 31, 2011		3,061,594			$0.59		3.06	$	673,551

	We use the Black-Scholes-Merton option valuation model to determine the fair value of stock-based compensation. The Black-Scholes-Merton model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return and dividend yield. The expected term of an award is generally no less than the option vesting period and is based on our historical experience. Expected volatility is based upon the historical volatility of our stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term equal to the option’s expected life. We use a dividend yield of zero in the Black-Scholes-Merton option valuation model as we do not anticipate paying cash dividends in the foreseeable future.

	As of March 31, 2011, we had $66,364 of unrecognized expenses related to non-vested stock-based compensation, which is expected to be recognized through 2014. The total fair value of options vested and the incremental expense for stock-based compensation during the three months ended March 31, 2011 and 2010 was $13,807 and $9,125, respectively.

	In calculating compensation related to stock option grants for the three months ended March 31, 2011, the fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model and the following weighted average assumptions: dividend yield none; expected volatility of 83%, risk-free interest rate of 3.36% and expected term of 10 years.

	In connection with the 1st installment of the AccelMed private placement, we also issued to the placement agent, an option to purchase 123,500 shares of our common stock at an exercise price of $0.01 per share. This option expires on June 23, 2012. We recorded the fair value of the options using the Black-Scholes-Merton option valuation model, as a reduction to our common stock and an increase in additional paid-in-capital in the amount of $47,045.

In connection with the 2nd installment of the AccelMed private placement, we issued to the placement agent, an option to purchase 36,464 shares of our common stock at an exercise price of $0.01 per share. This option expires on May 26, 2013. We recorded the fair value of the options using the Black-Scholes-Merton option valuation model, as a reduction to our common stock and an increase in additional paid-in-capital in the amount of $18,491.

Note 6.	Notes Payable

	Notes payable at March 31, 2011 and December 31, 2010 consist of the following:

	March 31, 2011		December 31, 2010
Convertible note	$	870,843	$	1,094,947
United Mizrahi Bank Loan		2,176,448		1,500,000
Other		231,379		224,675
Total		3,278,670		2,819,622

Less: current portion		1,470,897		1,518,099
Long-term portion	$	1,807,773	$	1,301,523

As of March 31, 2011, the Company’s long-term debt payment obligations for each of the next five years are:

	Long term debt
2012	$	687,807
2013		737,706
2014		374,721
2015		7,539
2016		-
	$	1,807,773

	Convertible note

	On October 29, 2007, we issued 6.5% convertible notes (the “Notes”), which are convertible into shares of our common stock and warrants (the “Warrants”), to The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. (together with The Tail Wind Fund Ltd., the “Holders”) to purchase an aggregate of 616,671 shares of our common stock at an exercise price of $1.87 per share. These warrants expire on December 10, 2012.

	On June 24, 2009, we entered into an Extension Agreement (the “Extension Agreement”) by and between us and the Holders. Pursuant to the Extension Agreement, with respect to the Notes, the Holders agreed to extend the principal payments due thereon for 18 months, such that the first principal payment of $208,333 was due December 31, 2010. Principal payments of $229,167 are due on April 30, 2011, June 30, 2011, August 30, 2011, and October 31, 2011, the extend maturity date of the Notes. As consideration for these extensions and waivers, we issued warrants (the “New Warrants”) to the Holders to purchase an aggregate of 500,000 shares of our common stock. These New Warrants have an exercise price of $1.00 per share and expire on June 24, 2012. Pursuant to certain anti-dilution provisions in the Notes and Warrants, which were triggered as a result of the sale of securities under the Purchase Agreement with AccelMed, the conversion and exercise prices changed from $1.64 to $1.06 per share for the Notes and $1.87 to $1.21 per share for the Warrants. Based on these changes, the Holders received an additional 371,157 and 333,686 shares of common stock under the Notes and Warrants, respectively. During the 1st quarter of 2010, the Holders converted an aggregate of $250,000 of the Convertible Notes principal balance into 219,780 shares of our common stock.

	The anti-dilution provisions present in the conversion option of the Note, Warrants, and New Warrants, which trigger if we issue or sell any equity securities or securities convertible into equity, options or rights to purchase equity securities at a per share selling price less than the exercise price, then the exercise price will be adjusted pursuant to a weighted-average formula. The fair value of the conversion option of the Note has been recorded in the balance sheet as a derivative financial liability. The fair value of the conversion option of the Note is determined based on a lattice valuation model and changes in the fair value of the conversion option is reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the conversion option was $34,478 and $70,400, respectively. The fair value of the Warrants and New Warrants has been recorded in the balance sheet as derivative financial liabilities. The fair values of the Warrants and New Warrants are determined based on a lattice valuation model and changes in the fair value are reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the Warrants and New Warrants was $316,044 and $363,606, respectively.

	United Mizrahi Bank Loan

	On October 23, 2009, we entered into a Secured Debenture (the “Secured Debenture”) with United Mizrahi Bank. Under the Secured Debenture we agreed to assume MediVision’s loan under the Debenture in an amount of up to $1,500,000 (the “Loan Amount”). We also agreed to secure the Loan Amount by granting United Mizrahi Bank a security interest in all or substantially all of our assets. Under the Secured Debenture, United Mizrahi Bank may require the immediate payment of the entire Loan Amount upon certain events, which include among other things, our failure to make a payment on a due date or a breach or failure to perform its obligations pursuant to the Secured Debenture. Upon failure to make a payment, we must pay, within seven days, the amount demanded by United Mizrahi Bank. The Loan amount accrues interest at a rate equal to LIBOR, plus 4.75%. We must maintain a cash balance of at least $400,000 at United Mizrahi Bank as long as the loan remains outstanding. As the balance of the deposit is not legally restricted or held as a compensating balance against borrowings, it is not reported as restricted cash on the balance sheet as of March 31, 2011. We are also subject to a debt covenant, whereby our cash plus accounts receivable must be at least 150% of the principal and interest outstanding under the loan.

	On October 23, 2009, in connection with the assumption of the United Mizrahi loan, we issued to United Mizrahi Bank a warrant (the “Warrant”) to purchase 350,000 shares of our common stock at an exercise price of $1.00 which will expire upon the earlier of October 23, 2012 or twelve months following the completion of (1) a primary public offering of our common stock (a “Public Offering”) or (2) (a) the sale of all or substantially all of our assets or (b) the merger or consolidation of the Company with or into another entity, pursuant to which 50% of the Company’s outstanding common stock is held by person(s) who prior to the transaction held, in aggregate, less than 5% (together, a “Liquidity Event,” and together with a Public Offering, an “Exit Event”); provided however, if the underwriter in a Public Offering or the purchasing person(s) in a Liquidity Event require that all our outstanding warrants and options, including the Warrant be exercised prior to or part of the Public Offering or Liquidity Event, as applicable, then the Warrant will terminate, subject to certain notice requirements, upon completion of such transaction.

	The exercise price is, subject to the happening of certain events, including, but not limited to, the payment of a stock dividend or a stock split. The Warrant also includes certain anti-dilution provisions if we issue or sell any equity securities or securities convertible into equity, options or rights to purchase equity securities at a per share selling price less than the exercise price, then the exercise price will be adjusted pursuant to a weighted-average formula. Upon or immediately prior to an Exit Transaction, United Mizrahi may elect to waive all or any portion of the rights under the Warrant for $225,000 (the “Alternative Payment”). If only a portion of the Warrant is waived or if the Warrant was partially exercised prior to the Exit Event, the Alternative Payment will be reduced proportionately. We record the fair value of the Warrant, using a lattice valuation model, in the balance sheet as a derivative liability financial instrument. Changes in the fair value of the Warrant are reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the fair value of the warrants was $85,575 and $95,130, respectively.

	On March 3, 2011, the Company, entered into a Refinance Agreement (the “Refinance Agreement”) by and between the Company and United Mizrahi Bank. Pursuant to the terms of the Refinance Agreement, United Mizrahi Bank agreed to increase the Loan Amount from $1,500,000 to $2,250,000 and defer principal payments due thereon for 6 months, such that the next principal payment of $62,500 will be due July 1, 2011. Thereafter principal payments of $62,500 will be due each month until maturity of the debt in June 2014. In consideration for the refinance of the note, the Company issued warrants to Mizrahi Tefahot Bank Ltd. to purchase an aggregate of 215,000 shares of the Company’s common stock (the “Refinance Warrants”). The Refinance Warrants have an exercise price of $1.00 per share and expire on March 3, 2014. We recorded the Refinance Warrants in the balance sheet as an equity instrument. The Refinance Warrants do not meet the definition of derivative instruments in accordance with ASC 815. The Warrants were measured at fair value on the date of the transaction, March 3, 2011, and recorded within Additional paid-in-capital, a component of Ophthalmic Imaging Systems’ stockholders’ equity. The $73,552 value ascribed to the Refinance Warrants was estimated on March 3, 2011 using a lattice valuation model with the following assumptions: risk-free interest rate of 1.18%; expected life 3 years, expected volatility 83% and an expected dividend yield of 0.0%. The Company treated the Refinance Agreement as a debt modification as the terms of the Refinance Agreement were not substantively different than the original agreement. In accordance with ASC 470, the Company recorded interest expense based on a new effective interest rate which was determined based on the carrying amount of the instrument.

Note 7.	Fair Value Measurement

	The following are the methods and assumptions we used to estimate the fair value of our financial instruments:

	Cash and cash equivalents
	Due to their short term nature, carrying amount approximates fair value

	Accounts receivable
	Due to their short term nature, carrying amount approximates fair value

	Trade accounts payable
	Due to their short term nature, carrying amount approximates fair value

	Long-term debt
	Due to the short term nature of the current portion of long-term debt, the carrying amount approximates fair value. The noncurrent portion of long-term debt approximates fair value because of the variable rate terms of these instruments.

	Derivative Liability Financial Instruments

	Our financial instruments are accounted for at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. A market or observable input is the preferred source of values, followed by assumptions based on hypothetical transactions in the absence of market inputs.

	The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows:

		· Level 1 – inputs represent quoted prices in active markets for identical assets or liabilities (for example exchange-traded commodity derivatives).
		· Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).
		· Level 3 – inputs that are not observable from objective sources, such as the Company’s internally developed assumptions used in pricing as asset or liability (for example, an estimate of future cash flows used in a company’s internally developed present value in that company’s internally developed present value of future cash flows model that underlies the fair-value measurement).

	In determining fair value, we utilize observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account when measuring fair value.

	In arriving at fair-value estimates, we utilize the most observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement characterized based upon the lowest level of input that is significant to the fair-value measurement. For us, recurring fair-value measurements are performed for warrant liabilities and embedded conversion option liabilities related to notes payable.

	All derivative liability financial instruments are recognized in the balance sheet at their fair value. Changes in the fair values of derivative liability financial instruments are reported in earnings. We do not hold any derivative liability financial instruments that reduce risk associated with hedging exposure and we have not designated any of our derivative liability financial instruments as hedge instruments.

	The Company has no items valued using Level 1 and Level 2 inputs. The following table sets forth the fair value hierarchy of the Company’s financial liabilities that were accounted for at fair value on a recurring bases as of March 31, 2011 and December 31, 2010. No asset financial instruments were recorded at fair value on a recurring basis at March 31, 2011 and December 31, 2010.

	The following table summarizes the valuation of our financial liabilities by the fair value hierarchy at March 31, 2011 and December 31, 2010:

March 31, 2011
Liabilities at Fair Value:	Total		Level 1		Level 2		Level 3
Loan conversion option
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.	$	39,478		-		-	$	39,478

Warrants
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.		316,044		-		-		316,044
United Mizrahi Bank		85,575		-		-		85,575
AccelMed		928,085		-		-		928,085
Total	$	1,369,182		-		-	$	1,369,182

December 31, 2010
Liabilities at Fair Value:	Total		Level 1		Level 2		Level 3
Loan conversion option
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.	$	70,400		-		--	$	70,400

Warrants
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.		363,606		-		-		363,606
United Mizrahi Bank		95,130		-		-		95,130
AccelMed		1,169,280		-		-		1,169,280
Total	$	1,698,416		-		-	$	1,698,416

	The Company utilizes inputs that are not observable from objective sources, such as the Company’s internally developed assumptions. The Company uses market data or assumptions that market participants would use in pricing its instruments. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy. The Company uses an income approach to value its convertible debt and warrant derivative liability financial instruments. These instruments are valued using a lattice valuation model using market information as of the reporting date such as prevailing interest rates, the Company’s stock price volatility, and expected term.

	The embedded conversion option listed above was issued in connection with a convertible note issued to The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc. (together with The Tail Wind Fund Ltd., the “Holders”). The warrants listed above issued to the Holders were issued on October 27, 2007 and June 24, 2009 (See Note 6). The warrants issued to United Mizrahi Bank listed above were issued on October 26, 2009 (See Note 6). The warrants issued to U.M. AccelMed, Limited Partnership, an Israeli limited partnership (“AccelMed”) listed above were issued to on June 24, 2009 and May 26, 2010 (See Note 4).

	The following table summarizes current derivative liability financial instruments.

	March 31, 2011
	Cost		Fair Value		Carrying Value
Current Liabilities at fair value:
Loan conversion option
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.	$	34,631	$	39,478	$	39,478
Warrants
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.		83,929		316,044		316,044
United Mizrahi Bank		40,139		85,575		85,575
AccelMed		813,471		928,085		928,085
Total current	$	972,170	$	1,369,182	$	1,369,182

	December 31, 2010
	Cost		Fair Value		Carrying Value
Current Liabilities at fair value:
Loan conversion option
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.	$	34,631	$	70,400	$	70,400
Warrants
The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.		83,929		363,606		363,606
United Mizrahi Bank		40,139		95,130		95,130
AccelMed		813,471		1,169,280		1,169,280
Total current	$	972,170	$	1,698,416	$	1,698,416

The activity relating to derivative liability financial instruments valued on a recurring basis utilizing Level 3 inputs for the three months ended March 31, 2011 is summarized below:

	Conversion Option First Quarter Ended March 31, 2011 The Tail Wind Fund Ltd. and Solomon Strategic Holdings, Inc.
Beginning Balance	$	70,400
Conversion		-
Other adjustments		-
Valuation Adjustment		(30,922	)
Purchases, sales, issuances, and settlements		-
Transfers into and (or) out of Level 3		-
Ending Balance	$	39,478

	Warrants First Quarter Ended March 31, 2011
	The Tail Wind Fund Ltd. and Solomon Strategic Holdings			AccelMed			United Mizrahi Bank
Beginning Balance	$	363,606		$	1,169,280		$	95,130
Conversion		-			-			-
Other adjustments		-			-			-
Valuation Adjustment		(47,562	)		(241,195	)		(9,555	)
Purchases, sales, issuances, and settlements		-			-			-
Transfers into and (or) out of Level 3		-			-			-
Ending Balance	$	316,044		$	928,085		$	85,575

Note 8.

	We recorded a gain of $329,234 and a (loss) of $(768,805) as a result of the changes in fair value of derivative liability financial instruments during the quarter ended March 31, 2011 and 2010, respectively.

	There were no purchases, sales, issuances, or settlements of Level 3 financial instruments. Additionally, there were no transfers of financial instruments into or out of Level 3.

	Warranty Obligations

	We generally offer a one-year warranty to our customers. Our warranty requires us to repair or replace defective products during the warranty period. At the time product revenue is recognized, we record a liability for estimated costs that may be incurred under our warranties. The costs are estimated based on historical experience and any specific warranty issues that have been identified. The amount of warranty liability accrued reflects our best estimate of the expected future cost of honoring our obligations under the warranty plans. We periodically assess the adequacy of our recorded warranty liability and adjust the balance as necessary.

	The following provides a reconciliation of changes in our warranty reserve:

	Unaudited Three Months Ended March 31,
	2011			2010
Warranty balance at beginning of period	$	172,725		$	98,599

Reductions for warranty services provided		(7,300	)		(9,877	)

Changes in accrual for warranties issued in the current period		58,907			74,800

Changes in the accrual for warranties existing at the beginning of the current period		(41,194	)		(22,500	)

Warranty balance at end of period	$	183,138		$	141,022

Note 9.	Segment Reporting

	Our business consists of two operating segments: OIS and Abraxas, our wholly-owned subsidiary. Our management reviews Abraxas’ results of operations separately from that of OIS. Our operating results for Abraxas exclude income taxes. The provision for income taxes is calculated on a consolidated basis, and accordingly, is not presented by segment. It is excluded from the measure of segment profitability as reviewed by our management. CCS does not meet the materiality requirements for segment reporting and accordingly, CCS’ financial information is reported as “Other” in the table within this note below.

	We evaluate our reporting segments in accordance with FASB Accounting Standards Codification Topic 280, Segment Reporting (“Topic 280”). Our Chief Financial Officer (“CFO”) has been determined to be the Chief Operating Decision Maker as defined by Topic 280. The CFO allocates resources to Abraxas based on its business prospects, competitive factors, net sales and operating results.

	All significant intercompany balances and transactions have been eliminated in consolidation.

	The following presents our financial information by segment for the three months ended March 31, 2011 and 2010:

	Three months ended March 31, 2011

	OIS			Abraxas			Other			Total

Statement of Operations:
Net revenues	$	2,929,787		$	360,040		$	174,113		$	3,463,940

Gross profit		1,536,471			(235,316	)		90,940			1,392,095

Operating loss		(650,840	)		(1,126,473	)		(15,708	)		(1,793,021	)

Net loss (consolidated)											(1,551,950	)


	Three months ended March 31, 2010

	OIS			Abraxas			Other			Total

Statement of Operations:
Net revenues	$	3,242,560		$	766,565		$	124,190		$	4,133,315

Gross profit		1,912,614			270,642			83,306			2,266,562

Operating loss		(162,160	)		(457,342	)		(19,607	)		(639,109	)

Net loss (consolidated)											(1,506,214	)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We make forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the “SEC”) or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media, and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding our future plans, strategies, and expectations are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements because these forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: economic conditions generally and the medical instruments market specifically, legislative or regulatory changes that affect us, including changes in healthcare regulation, the availability of working capital, and the introduction of competing products. These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the Securities and Exchange Commission should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Overview

To date, we have designed, developed, manufactured and marketed ophthalmic digital imaging systems and informatics solutions, including Electronic Medical Records (“OIS EMR”) and Practice Management (“OIS PM”) software, and have derived substantially all of our revenues from the sale of such products. The primary target market for our digital angiography systems and informatics solutions has been retinal specialists and general ophthalmologists. Through our subsidiary, Abraxas, we design, develop and market EMR and PM software to be sold to the following ambulatory-care specialties: OB/GYN, orthopedics and primary care.

As of March 31, 2011, we had stockholders’ equity of $1,411,039 and our current assets exceeded our current liabilities by $1,164,675.

The following discussion should be read together with the unaudited interim financial statements and the notes thereto which are set forth in “Item 1. Financial Statements (unaudited).” In the opinion of management, the unaudited interim period financial statements include all adjustments, which are of a normal recurring nature, that are necessary for a fair presentation of the results of the periods. There can be no assurance that we will be able to achieve or sustain significant positive cash flows, revenues, or profitability in the future.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The information contained in the financial statements is, to a significant extent, based on effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability.

Management is also required to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. In addition, GAAP itself may change from one previously acceptable method to another. Although the economics of our transactions would not change, the timing of the recognition of such events for accounting purposes may change.

We re-evaluate our estimates and assumptions used in our financial statements on an ongoing and quarterly basis. We adjust these estimates and assumptions as needed and as circumstances change. If circumstances change in the future, we will adjust our estimates and assumptions accordingly. At the present time, we cannot definitively determine whether our assumptions and estimates will change in the future. Based on history, however, it is likely that there will be changes in some of our estimates and assumptions.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with applicable accounting rules and regulations including FASB Accounting Standards Codification Topic 985, Software, Topic 605, Revenue and Subtopic 25, Multiple-Element Arrangements. The significant deliverables in the multiple-element arrangements that the company engages in represent hardware and software product sales, installation and training services, and support services. These deliverables qualify for separate units of accounting. Under accounting for revenue with multiple element arrangements, the multiple components of the Company’s revenue are considered separate units of accounting in that revenue recognition occurs at different points of time for (1) product shipment, (2) installation and training services, and (3) service contracts based on performance or over the contract term as we incur expenses related to the contract revenue.

Revenue for products is recognized when title passes to the customer, which is upon shipment, provided there are no conditions to acceptance, including specific acceptance rights. If the Company make an arrangement that includes specific acceptance rights, revenue is recognized when the specific acceptance rights are met. Upon review, the Company concluded that consideration received from customer agreements is reliably measurable because the amount of the consideration is fixed and no specific refund rights are included in the arrangement. The Company defers 100% of the revenue from sales shipped during the period that we believe may be uncollectible. When contract terms include multiple elements that are considered separate units of accounting, the consideration is allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price. The best estimate of selling price is determined in a manner that is consistent with that used to determine the price to sell the deliverable on a stand alone basis. Separation of consideration received in such arrangements is determined based on a selling price hierarchy for determining the selling price of a deliverable, which is based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price. The Company determines the selling price for deliverables based on vendor-specific objective evidence of selling price determined based on the price charged for each deliverable sold separately.

Installation revenue is recognized when the installation is complete. Separate amounts are charged and assigned in the customer quote, sales order and invoice, for installation and training services. These amounts are determined based on fair value, which is calculated in accordance with industry and competitor pricing of similar services and adjustments according to market acceptance. There is no price reduction in the product price if the customer chooses not to have us complete the installation.

Extended product service contracts are offered to our customers and are generally entered into prior to the expiration of our one year product warranty. The revenue generated from these transactions is recognized over the contract period, normally one to four years.

The Company does not have a general policy for cancellation, termination, or refunds associated with the sale of our products and services. All items are on one quote/purchase order with payment terms specified for the whole order. Occasionally, the Company have customers who require specific acceptance tests and, accordingly, The Company does not recognize such revenue until these specific tests are met.

Tax Provision

Deferred taxes are calculated using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We calculate our tax provision quarterly and determine the amount of our deferred tax asset that will more-likely-than-not be used in the future. In making this determination, we have to assess the amount of our unlimited and capped net operating loss amounts we will more likely than not be able to use, as well as the deferred tax asset amount related to the temporary differences of our balance sheet accounts.

FASB Accounting Standards Codification Topic No. 740, Taxes, provides the accounting for uncertainty in income taxes recognized in a company’s financial statements. Topic 740 also prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. In addition, Topic 740 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We apply Topic 740 to all of our tax positions.

Goodwill and Other Intangible Assets

The Company tests goodwill and other intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. Goodwill is allocated to various reporting units, which are generally an operating segment or one reporting level below the operating segment. The Company compares the fair value of each reporting unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than the carrying value of its goodwill. The Company compares the fair values of other intangible assets to their carrying amounts. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of goodwill and other intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

The Company has not recorded an impairment loss related to goodwill or other intangible assets during the three months ended March 31, 2011 and 2010, respectively.

Software Capitalization

In 2008, we capitalized our EMR and PM software that we acquired from AcerMed through the bankruptcy court. This software was purchased with the intention that it would be sold, leased or marketed upon modification by our research and development team to our customers. The amount that we capitalized for this software was $570,077. During the first three months of 2009, we began to sell this software, and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. Our EMR and PM software was amortized during the three months ended March 31, 2011 in the amount of $47,506. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $142,523 and $190,029, respectively.

We also capitalized the development costs incurred to prepare this software for sale. Development costs were capitalized once technological feasibility was established. We believe that the software was technologically feasible when we began to capitalize the costs because we had worked with a model/prototype that had been in the market before our acquisition. The amount of development that we capitalized in connection with this software is $1,150,831. During the first three months of 2009, we began to sell this software, and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. The amount of this asset that was amortized during the three months ended March 31, 2011 was $95,903. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $287,704 and $383,607, respectively.

In 2008, we also capitalized $504,711 of costs associated with the development of a web-based software once technological feasibility was established. During the first three months of 2009, we began to sell this software and amortize this asset using the straight line method of amortization over the economic life of the asset, which we concluded to be three years. The amount of this asset that was amortized during the three months ended March 31, 2011 was $42,059. The carrying value of this asset at March 31, 2011 and December 31, 2010 was $126,180 and $168,239, respectively.

Warranty Reserve

Our warranty reserve contains two components, a general product reserve recorded on a per product basis and specific reserves recorded as we become aware of system performance issues. The product reserve is calculated based on a fixed dollar amount per product shipped each quarter. Specific reserves usually arise from the introduction of new products. When a new product is introduced, we reserve for specific problems arising from potential issues, if any. As issues are resolved, we reduce the specific reserve. These types of issues can cause our warranty reserve to fluctuate outside of sales fluctuations.

We estimate the cost of the various warranty services by taking into account the estimated cost of servicing routine warranty claims in the first year, including parts, labor and travel costs for service technicians. We analyze the gross profit margin of our service department, the price of our extended warranty contracts, factor in the hardware costs of the various systems, and use a percentage to calculate the cost per system to use for the first year manufacturer’s warranty.

During the three months ended March 31, 2011 and 2010 the general warranty reserve increased from $141,022 to $183,138 due to the increase in product shipments versus the amount of replacements, repairs or upgrades performed.

Convertible Notes and Warrants

We issued convertible notes (the “Notes”) which are convertible into shares of our common stock and warrants (the “Warrants”) to purchase shares of our common stock. The anti-dilution provisions present in the conversion option of the Notes and Warrants trigger if we issue or sell any equity securities or securities convertible into equity, options or rights to purchase equity securities at a per share selling price less than the exercise price. Once triggered, the exercise price will be adjusted pursuant to a weighted-average formula. The fair value of the conversion option of the Note has been recorded in the balance sheet as a derivative financial liability. The fair value of the conversion option of the Note is determined based on a lattice valuation model and the changes in the fair value of the conversion option is reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the conversion option was $39,478 and $70,400, respectively. The fair value of the Warrants has also been recorded in the balance sheet as derivative financial liabilities. The fair values of the Warrants are determined based on a lattice valuation model and the changes in the fair value are reported in earnings each reporting period. As of March 31, 2011, and December 31, 2010, the total value of the Warrants was $1,329,704 and $1,628,016, respectively.

Derivative Liability Financial Instruments

Derivative liability financial instruments are comprised of warrants to purchase shares of our common stock and embedded conversion options issued in connection with a convertible note. Anti-dilution provisions present in these instruments adjust the exercise price of the warrants and conversion price of the convertible debt if the Company sells any equity securities or securities convertible into equity, options or rights to purchase equity securities, at a per share selling price less than the exercise price pursuant to a weighted-average formula. The Company records all derivative liability financial instruments in the balance sheet within the Derivative Liability Financial Instruments statement caption at fair value. Changes in the fair values of these instruments are reported in the results of operations for the period. The Company does not hold any derivative liability financial instruments that reduce risk associated with hedging exposure and, accordingly, the Company has not designated any of its derivatives liability financial instruments as hedge instruments.

Principles of Consolidation

The consolidated financial statements include the accounts of OIS, Abraxas, the 63% investment in CCS, OIS’ branch in Europe, and OIS Global. All significant intercompany balances and transactions have been eliminated in consolidation.

Foreign currencies

The consolidated financial statements are presented in the reporting currency of Ophthalmic Imaging Systems, U.S. Dollars (“USD”). The functional currency for the Company’s OIS Europe branch and its 63% investment in CCS, is the European Union Euro (€). Accordingly, the balance sheet of OIS Europe and CCS is translated into USD using the exchange rate in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates in effect during the period. Translation differences are recorded directly in shareholders’ equity as “cumulative translation adjustment.” Gains or losses on transactions denominated in a currency other than the subsidiaries’ functional currency which arise as a result of changes in foreign exchange rates are recorded in the statement of operations. The statement of cash flows reflects the reporting currency equivalent of foreign currency cash flows using the exchange rates in effect at the time of the cash flow.

Recently Issued Accounting Guidance

Adopted

On January 1, 2011, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to revenue recognition for multiple-deliverable arrangements. These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price; eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements. The adoption of this update did not result in a change in the units of accounting, the way the Company allocates the arrangement consideration to various units of accounting or the pattern and timing of revenue recognition. The adoption of this update did not have a material effect on the Consolidated Financial Statements.

On January 1, 2011, the Company adopted changes issued by the FASB to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). These changes were applied to the disclosures in Note 7 to the Consolidated Financial Statements.

On January 1, 2011, the Company adopted changes issued by the FASB to the testing of goodwill for impairment. These changes require an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors. This will result in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. The adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2011, the Company adopted changes issued by the FASB to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The adoption of these changes had no impact on the Consolidated Financial Statements.

Results of Operations

Sales

Our sales for the three months ended March 31, 2011 were $3,463,940, representing a 16% decrease from sales of $4,133,315 for the three months ended March 31, 2010. The decrease in sales is primarily due to a decrease in product sales of $852,901 during the three months ended March 31, 2011 compared to the same period in 2010. During the first quarter of 2011 Abraxas hired a full time Chief Executive Officer. The major factor in the decrease in product sales is attributable to a decrease in EMR/PM product sales. Contributing to this decline was a shift of focus and priorities of Abraxas management during the transition of the new Chief Executive Officer.

Product sales accounted for approximately 65% and 75% of our sales for the three months ended March 31, 2011 and 2010, respectively. Service sales accounted for approximately 35% and 25% of our sales for the three months ended March 31, 2011 and 2010, respectively

Gross Profit

Gross profit on product sales were approximately 38% and 58% during the three months ended March 31, 2011 and 2010, respectively. Gross profit on product sales decreased due to the decrease in product revenue in relation to fixed costs and a decrease in software sales which contain higher profit margin.

Gross profit on service sales were approximately 44% and 46% during the three months ended March 31, 2011 and 2010, respectively. Gross profit on service sales decreased due to an increase in fixed costs relative to service sales. The increase in fixed costs is due to additional service personnel hired during the three months ended March 31, 2011.

Sales and Marketing Expenses

Sales and marketing expenses accounted for approximately 50% and 37% of total revenues during the three months ended March 31, 2011 and 2010, respectively. Sales and marketing expenses increased to $1,716,821 versus $1,544,594 during the three months ended March 31, 2011 and 2010, respectively, representing an increase of $172,227 or 11%. This increase was primarily due to the addition of new sales representatives to support the new product and revenue streams.

General and Administrative Expenses

General and administrative expenses were $618,889 and $516,879 during the three months ended March 31, 2011 and 2010, respectively, representing an increase of $102,010 or 20%. This increase was primarily due to an increase in Abraxas payroll related expenses of approximately $49,000 primarily due to the hiring of Abraxas’ Chief Executive Officer and an increase in consulting expense of approximately $51,000 primarily due to the addition of new board members and additional quality control consulting expenditures. General and administrative expenses accounted for approximately 18% and 13% of revenues during the three months ended March 31, 2011 and 2010, respectively.

Research and Development Expenses

Research and development expenses were $849,406 and $844,198 during the three months ended March 31, 2011 and 2010, respectively, representing an increase of $5,208 or 1%. These expenses accounted for approximately 25% and 20% of revenues during the three months ended March 31, 2011 and 2010, respectively.

Our research and development expenses are derived primarily from our continued research and development efforts on new digital image capture products and our EMR and PM software.

Other Income (Expenses), Net

Other income (expenses) was $253,933 and $(879,981) during the three months ended March 31, 2011 and 2010, respectively, representing an increase of $1,133,914 or 129%. The increase is attributable to an increase of $1,097,839 related to the change in the fair value of derivative liability financial instruments.

Income Taxes

Income tax (expense) benefit was ($12,862) and $12,876 during the three months ended March 31, 2011 and 2010, respectively. We calculate our tax provision quarterly and assess how much deferred tax asset is more likely than not to be used in the future. At this time, due to our current losses and the current state of the economy, we have established a 100% valuation allowance against our deferred tax asset.

Net loss

We recorded net loss of $1,542,303 or $0.05 basic net loss per share and a net loss of $1,494,990 or $0.06 basic net loss, for the quarter ended March 31, 2011 and 2010, respectively. Net loss for the three months ended March 31, 2011 is mainly attributable to the decrease in sales of $669,375, an increase in cost of sales of $205,092, an increase in total operating expenses of $279,445, offset by an increase in other income related to the change in the fair value of derivative liability financial instruments of $1,097,839.

Balance Sheet

Our assets decreased by $1,697,982 as of March 31, 2011 as compared to December 31, 2010. This decrease was primarily due to a decrease in cash of $1,110,283, a decrease in accounts receivable of approximately $400,000, the amortization of our EMR and PM software of $47,506, amortization of capitalized software development related to our EMR and PM software of $95,902 and the amortization of our web-based software of $42,059.

Our liabilities decreased by $260,455 as of March 31, 2011 as compared to December 31, 2010 primarily due to a decrease in accounts payable of $322,428, a decrease in accrued liabilities of $288,200, a decrease in derivative liability financial instruments of $329,234, offset by a increase in notes payable of $459,048 and deferred extended warranty revenue of $256,420.

Our stockholders’ equity decreased by $1,437,527 as of March 31, 2011 as compared to December 31, 2010 primarily due to a net loss for the three months of $1,551,950, offset by an increase in additional paid-in-capital of $73,551 related to the issuance of a warrant.

Liquidity and Capital Resources

Cash used in operating activities was $1,596,174 during the three months ended March 31, 2011 as compared to cash used of $46,159 during the three months ended March 31, 2010. The cash used in operations during the first three months of 2011 was principally from our net loss of $1,551,950, a change in the fair value of derivative financial instruments of $329,234, an increase in prepaid and other assets of $137,682, a decrease in other liabilities of $380,977, offset by a decrease in gross accounts receivables of approximately $400,000, a decrease in inventory of $120,282, depreciation and amortization of $245,854.

Cash used in investing activities was $48,057 during the three months ended March 31, 2011 as compared to cash used of $63,727 during the three months ended March 31, 2010. The cash used of $48,057 was due to the investment in capital equipment such as demo equipment, computers and software used internally. We anticipate continued capital expenditures in connection with our ongoing efforts to upgrade our existing management information and corporate communication systems. We also anticipate that related expenditures, if any, will be financed from our cash flows from operations or other financing arrangements available to us, if any.

We generated cash in financing activities of $504,690 during the three months ended March 31, 2011 as compared to cash generated of $1,228 during the three months ended March 31, 2010. The cash generated in financing activities during the three months ended March 31, 2011 was from a loan of $750,000, offset by principal payments on notes and lease obligations of $245,310.

On March 31, 2011, our cash and cash equivalents were $2,795,627. Management anticipates that additional sources of capital beyond those currently available to us may be required to continue funding for research and development of new products and to continue our investment in our sales and marketing efforts.

We will continue to evaluate alternative sources of capital to meet our growth requirements, including other asset or debt financing, issuing equity securities and entering into other financing arrangements. There can be no assurance, however, that any of the contemplated financing arrangements will be available and, if available, can be obtained on terms favorable to us.

Trends

Under the American Recovery and Reinvestment Act of 2009 (the “American Recovery Act”), physicians who implement a certified EMR software program and become meaningful users between 2010 and 2012 will each be eligible for $44,000 to $63,750 in incentive payments. Physicians who become meaningful users between 2012 and 2014 will be eligible for lower payments. Physicians who have not become meaningful users by 2014 will not qualify for any payments. In addition, beginning in 2016, Medicare reimbursement will begin to decrease for clinics that do not meet the above criteria. The Centers for Medicare and Medicaid Service’s (CMS) final rule on Meaningful Use of and Electronic Heath Record (EHR) and EHR Standards and Certification Regulations released on July 13, 2010, clarifies provisions under the American Recovery and Reinvestment Act. We anticipate this legislation will have positive effects on our sales as physicians adopt EMR software programs at higher rates than they do currently. On December 17, 2010 and December 28, 2010 Abraxas and OIS EMR VERSION 4.1.7 were 2011/2012 compliant and certified as a Complete EHR by the Certification Commission for Health Information Technology (CCHIT®), an Office of the National Coordinator for Health Information Technology -Authorized Testing and Certification Body, in accordance with the applicable eligible provider certification criteria adopted by the Secretary of Health and Human Services. The 2011/2012 criteria support the Stage 1 meaningful use measures required to qualify eligible providers and hospitals for funding under the American Recovery and Reinvestment Act of 2009.

Off-Balance Sheet Arrangements

None.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of March 31, 2011, management of the Company, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of its “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and procedures are defined as the controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, these officers concluded that, as of March 31, 2011, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

As of December 31, 2010, management of the Company, with the participation of the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and procedures are defined as the controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2010, the Company’s disclosure controls and procedures were not effective over derivative liability financial instrument policies. Management failed to properly analyze, account and record warrant and derivative liability financial transactions. As of December 31, 2010 management concluded that this control deficiency constituted a material weakness in the Company’s internal control over financial reporting. Management concluded that internal controls over financial reporting were not effective at December 31, 2010.

As of March 31, 2011 management has remediated the material weakness by implementing a proper process of consultation with outside consultants to analyze complex transactions. The Company has enforced the need for proper documentation and analysis of each significant transaction entered into. The Company has prepared accounting position papers on a timely manner that have been cleared with the Company’s independent auditors.

There have been no other changes in our internal control over financial reporting during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

ITEM 6.

EXHIBITS AND REPORTS

Exhibit No.	Description	Footnote

31.1	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002	*

31.2	Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002	*

32	Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002	*

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OPHTHALMIC IMAGING SYSTEMS
Date: May 13, 2011


	By:	/s/ Gil Allon
	Name: Title:	Gil Allon, Chief Executive Officer (Principal Executive Officer)


	By:	/s/ Ariel Shenhar
	Name: Title:	Ariel Shenhar, Chief Financial Officer (Principal Accounting and Financial Officer)

OPHTHALMIC IMAGING SYSTEMS 10-Q