U.S. SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  Form 10-K
  (Mark One)x

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE
    ACT OF 1934For the fiscal year ended December 31,
    2009o

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    000-51475
 Vicor Technologies,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

20-2903491(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)2300 NW Corporate Boulevard Suite 123 Boca Raton, FL
    33431

33431(Address of principal executive
    offices)

(zip code)    (561) 995-7313
  
     (Title of Class)
  o
  x o
  Regulation S-T o o
  Regulation S-B Form 10-KSB. o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o x
    Over-the-Counter
    DOCUMENTS
    INCORPORATED BY REFERENCE:
  None
  o x




---



##### 





PART I
  SPECIAL
    NOTE ABOUT FORWARD-LOOKING STATEMENTS
  Form 10-K,
  Item 1.  Introduction
  Form 10-SB,
     1




---



##### 



(561) 995-7313.
  Our
    Business
  General
    Overview
  ® ® ® ® tm tm PD2i- VS tm ®
    tm tm tm tm 25-person
  tm tm tm tm
 2




---



##### 



Technology
    Background
  ® ® ®
  ® ®
  ®
  Diagnosis
    of Diseases
  Background
    of SCD
       3




---



##### 



Diagnostic
    Tools for SCD
      Background
    of Autonomic Nervous System Testing
        Diagnostic
    Tools for Autonomic Nervous System
  expiration-to-inspiration
 4




---



##### 



tm tm
  Products
    and Markets
  PD2i
    Analyzertm
  tm tm
  tm tm 25-person
  tm tm
  ® tm
  PD2i-VS
  PD2i- VS
 5




---



##### 



PD2i- VS
  VS
  PD2i- VS PD2i- VS
  tm tm ® tm
  tm ® tm
  Regulatory
    Approval Process
  United States. tm tm
  Investigational Device Exemption (IDE).
 6




---



##### 



tm
  510(k) Application.
  tm ® tm
  Our
    Products and Status of Clinical Trials
  Status of


FDAProduct


Use


Clinical Trial


SubmissionPD2i
Analyzertm


Normal Range Values for
    PD2i®


Awaiting Institutional Review Board Approval at the University
    of Mississippi Medical Center


Expected at completion of Trial-no follow-up period for patients
    required.PD2i-Analyzertm


Diagnostic Tool to Risk Stratify Sudden Cardiac Death


University of Rochester  currently comparing
    PD2i®

    values to patient outcomes


Expected in the second quarter of 2010 (Marketing clearance
    anticipated in the third quarter of 2010)PD2i  VS


Diagnostic tool to Triage Trauma


U.S. Army  Data Analysis being completed


Expected in the second quarter of 2010 (Marketing clearance
    anticipated in the third quarter of 2010)   tm
  tm
 7




---



##### 



Trial Name


Market Indication


Independent or Vicor SponsoredCardiac Risk in the Youth (CRY)


Sudden Cardiac Death in the Young


Independent  Inherited Cardiovascular Disease and
    Sports Cardiology Centre at St. Georges Healthcare NHS
    Trust-United KingdomBrain Injury Risk Stratification Trial (BIRST)


Neuro-ICU


Vicor Sponsored  University of Mississippi Medical
    CenterCardiac Arrest in Student Athletes (CASA)


Sudden Cardiac Death-Student Athletes


Vicor Sponsored  University of MississippiComplexity Analysis During Renal Dialysis (CARD)


Sudden Cardiac Death-Dialysis Patients


Vicor Sponsored  University of Mississippi Medical
    CenterCardiac Autonomic Regulation Enhancement Through
    Exercise (CARE-e)


Cardiac Rehabilitation


Independent  Brown UniversityCardiac Autonomic Regulation Enhancement Through
    Therapy (CARE-T)


Cardiac Rehabilitation


Independent  Brown UniversityComplexity Analysis Studies of Trauma in the Emergency
    Department (CASTED)


ICU/Mobile Triage


Vicor Sponsored  University of Mississippi Medical
    CenterComplexity Analysis During Blood Donation (CABLD)


Internal Bleeding


Vicor Sponsored  University of Mississippi Medical
    Center and Mississippi Blood BankMassachusetts General Hospital Trauma


Trauma Triage


Independent  Massachusetts General Hospital   European
    Regulatory Requirements
    Sales and
    Marketing
  tm tm
 8




---



##### 



25-person
  tm tm
  tm
  tm tm
    PD2i-VS
  Reimbursement
  tm tm tm
 9




---



##### 



Competition
  Sudden
    Cardiac Death
  tm
  tm
  tm
  tm
  Autonomic
    Nervous System
  tm tm ®
  tm
  Manufacturing
    Trademarks
   10




---



##### 



Research
    and Development
    Employees
    Drug
    Discovery Platform (Therapeutic Products)
  tm
      2000-2003,
 11




---



##### 



Patent
    and Proprietary Rights
    ®
  1.
    PD2i Electrophysiological Analyzer. United States Number
    5,709,214. Patent issued January 20, 1998.  2.
    PD2i Electrophysiological Analyzer. United States Number
    5,720,294. Patent issued February 24, 1998.3.
    Improved Method and System for Detecting
    and/or
    Predicting Biological Anomalies. United States Number 7,076,288.
    Patent issued July 11, 2006.4.
    Use of PD2i Algorithm to Predict
    and/or
    Diagnose Cerebral Disorders. United States Number 7,276,026.
    Patent issued October 2, 2007.5.
    Knowledge Determination System. Patent applied for
    January 14, 2005. Number 11/332,066.6.
    PD2i Cardiac Analyzer V2.0. Patent applied for August 31,
    2006. Number 60/824,170.  Risk
    Factors
  Item 1A
    Risk Factors
    Risks
    Related To Our Operations
  We have
    incurred significant operating losses since inception that raise
    doubts about our ability to continue as a going
    concern.
   12




---



##### 



We are a
    development stage company and we may be unable to successfully
    commercialize any products.
  tm agreed-upon
  We have
    never generated, and we may never generate, positive operating
    cash flow.
  tm
  Our cash
    position is very low relative to our anticipated cash
    needs.
    We may be
    unable to obtain additional funds necessary to sustain our
    business on acceptable terms or at all, which would harm our
    business and may require us to significantly curtail or cease
    our operations.
   13




---



##### 



We are
    dealing with new and unproven technologies.
    The
    results of clinical studies may not support the usefulness of
    our technology.
      If
    third-party contract research organizations do not perform in an
    acceptable and timely manner, our pre-clinical testing or
    clinical trials could be delayed or prove
    unsuccessful.
   14




---



##### 



Our
    ability to operate effectively could be impaired if we were to
    lose the services of our key personnel, or if we were unable to
    recruit key personnel in the future.
    We are
    subject to evolving and expensive corporate governance
    regulations and requirements. Our failure to adequately adhere
    to these requirements or the failure or circumvention of our
    controls and procedures could seriously harm our
    business.
    Risks
    Related To Regulatory Matters
  The
    medical device and pharmaceutical industries are subject to
    stringent regulation and failure to obtain regulatory approval
    will prevent commercialization of our products.
  Our Diagnostic Platform. tm
   15




---



##### 



Our Drug Platform.
  If we
    seek to market our products in foreign jurisdictions, we may
    need to obtain regulatory approval in these
    jurisdictions.
    Changes
    in healthcare reimbursement systems in the U.S. and abroad could
    affect our revenues and profitability.
       16




---



##### 



If we
    promote the off-label use of the PD2i
    Analyzertm,we
    could be subject to fines and penalties from the FDA or other
    regulatory agencies
  and/or
  We must
    comply with healthcare fraud and abuse laws, and we
    could face substantial penalties for non-compliance and be
    excluded from government healthcare programs, which would
    adversely affect our business, financial condition and results
    of operations.
    
    the Federal Anti-Kickback Statute, which prohibits persons from
    knowingly and willfully soliciting, offering, receiving or
    providing remuneration directly or indirectly, in cash or in
    kind, in exchange for or to induce either the referral of an
    individual for, or the furnishing, recommending, or arranging
    for, a good or service for which payment may be made under a
    federal healthcare program such as Medicare and
    Medicaid; and
    state law equivalents to the Anti-Kickback Statute, which may
    not be limited to government-reimbursed items.    Risks
    Related to the Market for Our Products
  Our
    ability to compete successfully and achieve future revenue will
    depend on our ability to protect our proprietary
    technology.
     17




---



##### 



Any
    future litigation over intellectual property rights would likely
    involve significant expense on our part and distract our
    management.
      The
    success of our various products will depend on our ability to
    obtain and maintain adequate levels of third-party reimbursement
    for our products.
    The
    commercial viability of our products is uncertain.
    We will
    depend on third parties to manufacture our products and the
    unavailability of qualified manufacturers could restrict our
    ability to obtain and sell our products.
    We will
    depend on third parties to market and sell our
    products.
  and/or
 18




---



##### 



We may be
    unable to keep pace with the rapid technological changes in the
    biotechnology industry and as a result, our technologies may
    become obsolete.
    We may be
    sued for product liability.
    Risks
    Related to an Investment in our Common Stock
  The
    trading of our common stock on the OTCBB and the designation of
    our common stock as a penny stock could impact the
    trading market for our common stock.
  Over-the-Counter
  Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, 15g-9
 19




---



##### 



Substantial
    future sales of shares of our common stock in the public market
    could cause our stock price to fall.
    We do not
    pay cash dividends to our stockholders and have no plans to pay
    cash dividends in the future.
    The sale
    of securities by us in any equity or debt financing could result
    in dilution to our existing stockholders.
    Our
    officers, directors and principal stockholders controlling
    approximately 19% of our outstanding common stock can exert
    significant influence over us and may make decisions that are
    not in the best interests of all stockholders.
   20




---



##### 



Anti-takeover
    provisions may limit the ability of another party to acquire us,
    which could negatively affect our stock price.
    The
    market of our common stock could vary significantly based on
    market perceptions of the status of our development
    efforts.
    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.   21




---



##### 



PART II
  Item 5.
    Market
    for Common Equity, Related Stockholder Matters and Issuer
    Purchases of Equity Securities.  Common
    Stock
    High


LowFirst Quarter 2008

$
1.49


$
.052Second Quarter 2008

$
1.00


$
.051Third Quarter 2008

$
0.71


$
.025Fourth Quarter 2008

$
0.70


$
0.25First Quarter 2009

$
1.06


$
.36Second Quarter 2009

$
0.90


$
.55Third Quarter 2009

$
1.00


$
.69Fourth Quarter 2009

$
0.95


$
.55     Dividends
    Recent
    Sales of Unregistered Securities
    
    Issued 2,406,719 shares of common stock, 3,000 shares
    of Series B preferred stock and warrants to purchase
    1,698,767 shares to employees, directors, members of our
    Scientific Advisory Board and consultants for services rendered.
    The warrants are immediately exercisable at $1.00 per share and
    have a five-year term.
    Issued 275,000 options to employees and consultants at an
    exercise price of $0.62 pursuant to the Companys Stock
    Option Plan.
    Sold $903,103 of 8% Subordinated Convertible Notes.
    Issued 1,367,936 shares of common stock related to:
    (i) the exercise of warrants by certain holders,
    (b) conversions of Series B convertible preferred
    stock into shares of the Companys common stock,
    (c) conversion of $265,000 of accounts payable and 15%
    promissory notes into shares of the Companys common stock
    and (d) $208,236 of 8% convertible notes into shares of the
    Companys common stock.
    Issued 87,590 shares of common stock to the Companys
    401(k) plan.   22




---



##### 



Item 6.
    Selected
    Financial Data not Applicable.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K.
  
    Plan of Operations
    Critical Accounting Policies
    Results of Operations
    Liquidity and Capital Resources
    Going Concern
    Off Balance Sheet Arrangements  Risk Factors
  Plan of
    Operations
        1.
    Selling the PD2i
    Analyzertm

    to the several hundred physicians who are affiliated with Vicor
    through the National Cardiac Panel or as shareholders.  2.
    Expanding the distribution network to additional states and
    selective hiring of direct sales personnel in targeted
    geographic areas to further develop and promote sales.3.
    Completing the analysis of ECG data collected by the University
    of Rochester and the Catalan Institute of Cardiovascular
    Sciences in Barcelona for the Merte Subita en Insufficiencia
    Cardiaca (MUSIC) Trial using the PD2i
    Analyzertm.

    The collaboration is entitled Prognostic Significance of
    Point Correlation Dimension Algorithm (PD2i) in Chronic Heart
    Failure. The
    PD2i®

    Scores will be used to retrospectively predict SCD in those
    patients who participated in the trial. In the 651 congestive
    heart failure patients who participated in the MUSIC Trial, 52
    actually died from SCD. This analysis was completed in the first
    quarter of 2010 and the Company believes it will yield a dataset
    sufficient to support a 510(k) submission to the FDA for a claim
    for SCD.4.
    Completing the analysis of data collected by the U.S. Army
    from 325 trauma patients under the Research and Development
    Agreement. This clinical data and related
    PD2i®

    scores will be used in a 510(k) submission to the FDA in the
    first half of 2010 for marketing clearance of the
    PD2i-VSin military and civilian trauma and emergency response
    applications.5.
    Completing a Normal Range Study at the University of Mississippi
    Medical Center to establish normal ranges of the
    PD2i®

    in healthy patients at rest and in response to controlled 23




---



##### 



exercise and paced respiration. This will enable physicians to
    more readily determine an abnormal test result in their
    interpretation of PD2i
    Analyzertm

    test results.  6.
    Hiring of key personnel in sales, finance, accounting,
    information technology and administrative functions which will
    result in increased infrastructure and a gradual increase in our
    selling and general administrative expenses during the course of
    2010 as we transition from a development-stage company to an
    operating company.  and/or
  Critical
    Accounting Policies and Estimates
    Research
    and Development Costs
    Intellectual
    Property
    Revenue
    Recognition
    Gain
    on Derivative Financial Instruments
    Accounting
    for Stock-Based Compensation
    Equity
    Based Compensation
   24




---



##### 



Results
    of Operations
    Period fromAugust 4, 2000Years Ended


(Inception) toDecember 31,


December 31,2008


2009


2009Revenues

$




0.0
%

$




0.0
%

$
844,000



1.7
%Operating expenses:Research and development


993,000



14.8
%


964,000



13.2
%


15,027,000



28.1
%General and administrative expenses


2,433,000



36.2
%


4,372,000



59.7
%


29,479,000



55.1
%Depreciation and amortization


41,000



0.6
%


41,000



0.6
%


323,000



0.6
%Interest expense


3,260,000



48.4
%


1,944,000



26.6
%


8,686,000



16.2
%Total operating expenses


6,727,000



100.0
%


7,321,000



100.0
%


53,515,000



100.0
%Realized/unrealized gain on derivative financial instruments






0.0
%


2,157,000



29.5
%


2,157,000



4.0
%Net loss


(6,727,000
)


100.0
%


(5,164,000
)


70.5
%


(50,514,000
)


94.4
%Cumulative effect of change in accounting principal


















480,000



0.9
%Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock


(246,000
)


3.7
%


(479,000
)


6.5
%


(913,000
)


1.7
%Amortization of derivative discount on Series B preferred
    stock






0.0
%


(979,000
)


13.4
%


(979,000
)


1.8
%Value of warrants issued in connection with sales of
    Series B preferred stock


(1,536,000
)


22.8
%






0.0
%


(1,536,000
)


2.9
%Total dividends for the benefit of preferred stockholders


(1,782,000
)


26.5
%


(1,458,000
)


19.9
%


(3,428,000
)


6.4
%Net loss applicable to common stock

$
(8,509,000
)


126.5
%

$
(6,622,000
)


90.4
%

$
(53,462,000
)


100.8
%   Year
    Ending December 31, 2009 Compared to December 31,
    2008
  Research
    and Development
      Selling,
    General and Administrative
   25




---



##### 



Interest
    Expense
    Liquidity
    and Capital Resources
    Going
    Concern
      and/or
  Off-Balance
    Sheet Arrangements
    
    a retained or contingent interest in assets transferred to the
    unconsolidated entity or similar arrangement that serves as
    credit;
    liquidity or market risk support to such entity for such assets;
    an obligation, including a contingent obligation, under a
    contract that would be accounted for as a derivative
    instrument; or
    an obligation, including a contingent obligation, arising out of
    a variable interest in an unconsolidated entity that is held by,
    and material to the Company, where such entity provides
    financing, liquidity, market risk or credit risk support to or
    engages in leasing, hedging, or research and development
    services with the Company. 26




---



##### 



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A(1).
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) Rule 15d-15(e)
  Changes
    in Internal Controls
    Managements
    Annual Report on Internal Control over Financial
    Reporting.
        Item 9B.
    Other
    Information.   27




---



##### 



PART III
  Item 10.
    Directors
    Executive Officers and Corporate Governance.  Executive
    Officers and Directors
    Name

Age

PositionDavid H. Fater


63


President, Chief Executive and Chief Financial Officer; Class I
    DirectorThomas J. Bohannon


65


Chief Accounting OfficerJames E. Skinner, Ph.D.


68


Vice President Research and Science; Class I DirectorJerry M. Anchin, Ph.D.


49


Vice President Product Development and Physician Training;
    Class II DirectorDaniel N. Weiss, M.D., F.A.C.C.


47


Chief Medical OfficerLloyd C. Chesney


62


Chief Technology OfficerEdward Wiesmeier, M.D.


71


Class III DirectorFrederick M. Hudson


64


Class II DirectorJoseph A. Franchetti


70


Class III Director   David H. Fater 24-year
  Thomas J. Bohannon 1978-1991.
  James E. Skinner, Ph.D.
 28




---



##### 



Jerry M. Anchin, Ph.D.
  Daniel N. Weiss, M.D., F.A.C.C. MultiCenter Automatic Defibrillator Implantation Trial Sudden Cardiac Death Heart Failure Trial cum laude
  Lloyd C. Chesney
  Edward Wiesmeier, M.D. 1989-2006
 29




---



##### 



Frederick M. Hudson 37-year
  Joseph C. Franchetti start-up
  Director
    Independence and Qualifications
        Director
    Compensation
   30




---



##### 



Director
    Compensation Table
    Fees Earned orName

Paid in Cash


Stock
    Options(1)


Stock
    Award(2)


TotalEdward Wiesmeier -





$
295,000


$
40,000


$
335,000Frederick Hudson -





$
67,000


$
46,000


$
113,000Joseph Franchetti -





$
67,000


$
34,000


$
101,000     (1)
    
    The amounts reflect the aggregate grant date fair value computed
    in accordance with FASB ASC Topic 718. For information regarding
    the assumptions used in the calculation of the amount are
    included in footnote 8 of the Companys financial
    statements for the fiscal year ended December 31, 2009.  Board
    Committees
    Audit
    Committee
  Regulation S-K.
    SCIENTIFIC
    ADVISORY BOARD
    
    Mark E. Josephson, M.D.,Chief of Cardiology at Beth
    Israel Deaconess Medical Center, a major patient care, research
    and teaching affiliate of Harvard Medical School, the author of
    Clinical Cardiac Electrophysiology, the fundamental
    textbook in the field.
    Hein J. J. Wellens, M.D.,Professor and Chairman of
    the Department of Cardiology at Academisch Ziekenhuis Maastricht
    in Amsterdam, the Netherlands. He is a director of the
    Interuniversity Cardiology Institute of the Netherlands and is a
    member of the Netherlands Academy of Arts and Sciences. He also
    has an appointment of visiting lecturer at Harvard Medical
    School.
    Richard M. Luceri, M.D., F.A.C.C.,recently retired
    director, Interventional Arrhythmia Center Holy Cross Hospital,
    Fort Lauderdale, FL as well as a clinical investigator in
    the MADIT II (MultiCenter Automatic Defibrillator
    Implantation Trial) and author SCDHeFT (Sudden Cardiac
    Death Heart Failure Trial).
    Robert G. Hauser, MD, F.A.C.C., FHRS,Chairman of the
    Cardiovascular Services Division at Abbott Northwestern Hospital
    and former CEO of Cardiac Pacemakers, Inc., acquired by Guidant
    Corporation. 31




---



##### 




    Jonathan Kaplan, M.D., M.P.H.,Medical director for
    Fidelis Care New York and formerly the corporate medical
    director for Excellus Blue Cross Blue Shield.
    David Chazanovitz, President and CEO of Alveolus, Inc.,the former chief executive officer of Cambridge Heart, Inc.
    (our only FDA-approved competitor).
    Edward F. Lundy, M.D., Ph.D.,Chief of
    Cardiothoracic Surgery at the Active International
    Cardiovascular Institute at Good Samaritan Hospital in Suffern,
    New York. In addition to his M.D. from the University of
    Michigan, Dr. Lundy also received a Ph.D. from that
    institution in Physiology with a primary focus on altered-state
    physiologies such as hibernation.
    Jules T. Mitchel, M.B.A., Ph.D.,Founder of Target
    Health, Inc., a full-service contract research organization
    supporting all aspects of pharmaceutical drug and device
    development.
    Ariel D. Soffer, M.D., F.A.C.C,Chief of Medicine at
    Hollywood Medical Center, Hollywood, FL. President and CEO of
    Florida Institute for Cardiovascular Care (Healthworx).
    Hank Lubin, M.D.,practicing physician with
    Hightstown Medical Associates, PA, (formerly affiliated with the
    University of Pennsylvania Health System) and currently a
    Clinical Associate Professor at The University of Pennsylvania
    School of Medicine.
    David Fertel, D.O.,Clinical Professor of Surgery at
    Michigan State University and a practicing board certified
    thoracic and cardiovascular surgeon in Michigan.  Code of
    Ethics
  and/or
  Item 11.
    Executive
    Compensation.  Summary
    Compensation Table
    Stock


Option/Warrant


All OtherName and Principal Position

Year


Salary


Bonus


Awards(1)


Awards(1)


Compensation


TotalDavid H. Fater


2009


$
183,000(3
)









$
228,000


$



$
411,000Chief Executive and Chief Financial
    Officer(2)


2008


$
165,000(3
)













$



$
165,000James E. Skinner


2009


$
177,000(3
)









$
228,000


$



$
405,000Vice President, Research and
    Science(2)


2008


$
174,000(3
)









$



$



$
174,000Jerry M. Anchin


2009


$
168,000(3
)









$
228,000


$



$
396,000Vice President, Product Development and Physician
    Training(2)


2008


$
156,000(3
)













$



$
156,000Daniel N. Weiss


2009


$
180,000










$
152,000


$
78,900


$
410,900Chief Medical
    Officer(2)


2008


$
180,000


















$
180,000     (1)
    
    The amounts reflect the aggregate grant date fair value computed
    in accordance with FASB ASC Topic 718. For information regarding
    the assumptions used in the calculation of the amount are 32




---



##### 



included in footnote 8 of the Companys financial
    statements for the fiscal year ended December 31, 2009.(2)
    
    All of our Named Executive Officers except Dr. Weiss
    commenced employment with the Company on March 30, 2007,
    the date of the Merger closing. Dr. Weiss commenced
    employment with us in April 2008.(3)
    
    Mr. Fater, Dr. Skinner, Dr. Anchin and
    Dr. Weiss elected to accrue 50% of their 2008 compensation.
    Dr. Weiss has elected to accrue 50% of his 2008
    compensation. These accruals totaled approximately $82,500 for
    Mr. Fater, $87,000 for Dr. Skinner, $66,000 for Dr
    Weiss and $78,00 for Dr. Anchin in fiscal 2008. In January
    2009 this total accrued payroll was satisfied by the issuance of
    869,295 shares of our common stock.  Employment
    Agreements
    David H. Fater.
  12-month
  James E. Skinner.
  Jerry M. Anchin.
  Daniel N. Weiss.
 33




---



##### 



Compensation
    Accruals
    Outstanding
    Equity Awards at Fiscal Year-End Table
    Number of Securities

Number of SecuritiesUnderlying Unexercised

Underlying Unexercised

Option/WarrantOptions/Warrants (#)

Options/Warrants (#)

Exercise

Option/WarrantName

Exercisable

Unexercisable

Price ($)

Expiration DateDavid H. Fater


300,000(4
)





$
0.78



01/05/201612,500(3
)





$
1.00



04/09/2013James E.
    Skinner(1)


300,000(4
)





$
0.78



01/05/2016255,000(1
)





$
1.00



08/08/201712,500(3
)





$
1.00



06/10/2013Jerry M.
    Anchin(1)


100,000(1
)





$
1.00



08/08/201712,500(3
)





$
1.00



02/19/2013300,000(4
)





$
0.78



01/05/2016Daniel N.
    Weiss(2)


50,000(2
)





$
1.00



08/08/2017200,000(4
)





$
0.78



01/05/2016     (1)
    
    We granted these warrants to Dr. Skinner and
    Dr. Anchin on August 8, 2007. These warrants are fully
    vested and immediately exercisable as of the grant date.(2)
    
    We granted these options to Dr. Weiss under our 2002 Stock
    Option Plan on August 8, 2007. The options were fully
    vested and immediately exercisable as of the grant date.(3)
    
    We granted these warrants to Mr. Fater, Dr. Skinner
    and Dr. Anchin for converting their $10,000 12% convertible
    promissory notes into 12,500 shares of Series B
    Preferred stock and 12,500 warrants.(4)
    
    We granted these options under our 2008 Stock Option Plan on
    January 5, 2009. The options vest 50% immediately and 12.5%
    per quarter thereafter. 34




---



##### 



Equity
    Compensation Plan Information
    Number of securitiesremaining available forNumber of securities to be


Weighted-average


future issuance underissued upon exercise of


exercise price of


equity compensation plansoutstanding options,


outstanding options,


(excluding securitieswarrants and rights


warrants and rights


reflected in column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders (2002)


122,500


$
0.78



477,500Equity compensation plans approved by security holders (2008)


2,657,500


$
0.77



2,432,500Equity compensation plans not approved by security holders


12,423,342


$
1.00



Total


15,203,342







2,910,000   Compliance
    with Section 16(a) of the Exchange Act
    Potential
    Payments Upon Termination or a Change in Control
  David H. Fater. 12-month
 35




---



##### 



TerminationTermination for


not for


Termination for


Change inExecutive Benefits and

Voluntary


Cause by the


Cause by the


Good Reason by


Control forPayments Upon Termination

Termination


Company


Company


the Executive


Good ReasonCompensation:Base Salary

$



$



$
603,000


$
603,000


$
603,000Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$
73,930


$
73,930


$
73,930280G Tax Gross Up









$
373,185


$
373,185


$
373,185   James E. Skinner. 12-month
    TerminationTermination for


not for Cause


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


by the


for Good Reason


Control forPayments Upon Termination

Termination


Company


Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
180,000


$
180,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
   Jerry M. Anchin. 12-month
    Termination for


Termination


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


not for Cause


for Good Reason


Control forPayments Upon Termination

Termination


Company


by the Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
180,000


$
180,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
  36




---



##### 



Daniel N. Weiss. 12-month
    Termination for


Termination


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


not for Cause


for Good Reason


Control forPayments Upon Termination

Termination


Company


by the Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
180,000


$
180,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
   Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    
    each of the executive officers listed in the summary
    compensation table;
    each of our directors;
    all of our directors and executive officers as a group; and
    each stockholder known by us to be the beneficial owner of more
    than 5% of our common stock.  c/o Vicor
  37




---



##### 



Number of Shares


Percent ofName of Beneficial Owner

Beneficially
    Owned(1)


SharesDavid H.
    Fater(2)


1,695,938



3.50
%James E.
    Skinner(3)


4,232,664



8.68
%Jerry M.
    Anchin(4)


2,324,392



4.78
%Daniel N.
    Weiss, M.D.(5)


764,462



1.58
%Edward M.
    Wiesmeier, M.D.(6)


1,586,167



3.26
%Frederick M.
    Hudson(7)


248,535



*Joseph A.
    Franchetti(8)


214,570



*All 7 directors and executive officers as a group


11,066,729
(9)


22.09
%     *
    
    Less than 1%.(1)
    
    For purposes of calculating beneficial ownership percentages,
    48,170,556 shares of the Companys common stock were
    deemed outstanding as of February 28, 2010 and includes
    (a) 42,802,863 shares of the Companys common
    stock issued and outstanding, (b) 157,592 shares of
    the Companys common stock issuable upon conversion of
    157,592 shares of Series A preferred stock, and
    (c) 5,210,101 shares of the Companys common
    stock issuable upon conversion of 5,210,101 shares of
    Series B preferred stock. As of February 28, 2010,
    each share of Series A preferred stock and Series B
    preferred stock is convertible into one share of the
    Companys common stock.(2)
    
    Includes (a) immediately exercisable warrants to purchase
    12,500 shares of the Companys common stock,
    (b) 3,276 shares of the Companys common stock to
    be issued as interest income, director fees, compensation or
    consulting fees within 60 days of February 28, 2010,
    (c) immediately exercisable options or options exercisable
    within 60 days of February 28, 2010 to purchase
    300,000 shares of the Companys common stock, and
    (d) 12,500 shares of Series B preferred stock as
    though converted into 12,500 shares of the Companys
    common stock.(3)
    
    Includes (a) immediately exercisable warrants to purchase
    267,500 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of February 28, 2010 to purchase
    300,000 shares of the Companys common stock, and
    (c) 12,500 shares of Series B preferred stock as
    though converted into 12,500 shares of the Companys
    common stock.(4)
    
    Includes (a) immediately exercisable warrants to purchase
    112,500 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of February 28, 2010 to purchase
    300,000 shares of the Companys common stock, and
    (c) 12,500 shares of Series B preferred stock as
    though converted into 12,500 shares of the Companys
    common stock.(5)
    
    Includes (a) immediately exercisable options or options
    exercisable within 60 days of February 28, 2010 to
    purchase 200,000 shares of the Companys common stock
    and (b) 10,139 shares of the Companys common
    stock to be issued as interest income, director fees,
    compensation or consulting fees within 60 days of
    February 28, 2010.(6)
    
    Includes immediately exercisable (a) warrants to purchase
    12,500 shares of the Companys common stock,
    (b) 12,667 shares of the Companys common stock
    to be issued as interest income, director fees, compensation or
    consulting fees within 60 days of February 28, 2010,
    (c) options or options exercisable within 60 days of
    February 28, 2010 to purchase 300,000 shares of the
    Companys common stock and (d) 12,500 shares of
    the Companys Series B preferred stock as though
    converted into 12,500 shares of the Companys common
    stock.(7)
    
    Includes 14,667 shares of the Companys common stock
    to be issued as interest income, director fees, compensation or
    consulting fees within 60 days of February 28, 2010. 38




---



##### 



(8)
    
    Includes 10,667 shares of the Companys common stock
    to be issued as interest income, director fees, compensation or
    consulting fees within 60 days of February 28, 2010.(9)
    
    Includes (a) immediately exercisable warrants to purchase
    405,000 shares of the Companys common stock,
    (b) 62,059 shares of the Companys common stock
    to be issued as interest income, director fees, compensation or
    consulting fees within 60 days of February 28, 2010,
    (c) immediately exercisable options or options exercisable
    within 60 days of February 28, 2010 to purchase
    1,525,000 shares of the Companys common stock, and
    (d) 50,000 shares of Series B preferred stock as
    though converted into 50,000 shares of the Companys
    common stock  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    
    in which the amount involved exceeds the lesser of $120,000 or
    one percent of the average of our total assets at year-end for
    the last three completed fiscal years; and
    in which any director, executive officer, or stockholder owning
    more than 5% of our common stock, or any member of their
    immediate family had or will have a direct or indirect material
    interest.  Transactions
    with Management
    out-of-pocket
  out-of-pocket
     39




---



##### 



Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    Fee Category

Fiscal 2009


Fiscal 2008Audit Fees

$
152,465


$
87,100Audit-Related Fees

$
5,799


$
7,545Tax Fees

$
6,786


$
10,894All Other Fees

$
0


$
0Total Fees

$
165,050


$
105,539   Form 10-K Form 10-Q
    Policy on
    Audit Committee Pre-Approval of Audit and Permissible Nonaudit
    Services of Independent Auditors
   40




---



##### 



Item 15.
    Exhibits.  Index to
    Exhibits
  2
.1

Purchase and Royalty Agreement, by and between Vicor
    Technologies, Inc. and James E. Skinner, dated October 24, 2002
    (incorporated by reference to Exhibit 2.1 to the Companys
    Current Report on Form 8-K filed with the SEC on April 5, 2007,
    File No. 000-51475).2
.2

Asset Purchase Agreement, by and between Nonlinear Medicine,
    Inc. and Enhanced Cardiology, Inc., dated May 29, 2003
    (incorporated by reference to Exhibit 2.2 to the Companys
    Current Report on Form 8-K filed with the SEC on April 5, 2007,
    File No. 000-1475).2
.3

First Amendment to the Purchase and Royalty Agreement, by and
    between Vicor Technologies, Inc. and James E. Skinner, dated
    July 24, 2003 (incorporated by reference to Exhibit 2.3 to the
    Companys Current Report on Form 8-K filed with the SEC on
    April 5, 2007, File No. 000-51475).2
.4

Second Amendment to the Purchase and Royalty Agreement, by and
    between Vicor Technologies, Inc. and James E. Skinner, dated
    September 18, 2003 (incorporated by reference to Exhibit 2.4 to
    the Companys Current Report on Form 8-K filed with the SEC
    on April 5, 2007, File No. 000-51475).2
.5

First Amendment to the Asset Purchase Agreement, by and between
    Nonlinear Medicine, Inc. and Enhanced Cardiology, Inc., dated
    September 18, 2003 (incorporated by reference to Exhibit 2.5 to
    the Companys Current Report on Form 8-K filed with the SEC
    on April 5, 2007, File No. 000-51475).2
.6

Agreement and Plan of Merger, by and among SRKP 6, Inc., Vicor
    Acquisition Corp., and Vicor Technologies, Inc., dated as of
    July 28, 2006 (incorporated by reference to Annex A to the
    Registration Statement on Form S-4 filed with the SEC on
    December 6, 2006, File No. 333-139141).2
.7

First Amendment to the Agreement and Plan of Merger, by and
    among SRKP 6, Inc., Vicor Acquisition Corp., and Vicor
    Technologies, Inc., dated as of December 6, 2006 (incorporated
    by reference to Annex A to the Companys Registration
    Statement on Form S-4 filed with the SEC on December 6, 2006,
    File No. 333-139141).3
.1.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3.1 to the Companys
    Current Report on Form 8-K filed with the SEC on April 5, 2007,
    File No. 000-51475).3
.1.2

Certificate of Designations, Preferences and Rights of Series A
    8.0% Convertible Cumulative Preferred Stock (incorporated
    by reference to Exhibit 3.3 to the Companys Current Report
    on Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).3
.1.3

Certificate of Designations, Preferences and Rights of Series B
    8.0% Convertible Cumulative Preferred Stock (incorporated
    by reference to Exhibit 3.1 1 to the Companys Quarterly
    Report on Form 10-Q for the quarter ended March 30, 2008 filed
    with the SEC on May 15, 2008 File No. 000-51475).3
.2

Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.2 to the Companys Current Report on
    Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).4
.1

See Exhibits 3.1.1, 3.1.2 , 3.1.3 and 3.2 for provisions of the
    Articles of Incorporation and Bylaws of the Company defining
    rights of holders of the Companys outstanding securities.10
.1

Vicor Technologies, Inc. 2002 Stock Option Plan (incorporated by
    reference to Exhibit 10.1 to the Companys Current Report
    on Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).+10
.2

Form of Participant Agreement for the 2002 Stock Option Plan
    (incorporated by reference to Exhibit 10.2 to the Companys
    Current Report on Form 8-K filed with the SEC on April 5, 2007,
    File No. 000-51475).+10
.3

Executive Court Lease Agreement Boca Office, by and between RJL
    Company Limited Partnership and Vicor Technologies, Inc., dated
    July 6, 2006 (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on Form 8-K filed with the SEC on
    April 5, 2007, File No. 000-51475). 41




---



##### 



10
.4

Employment Agreement, by and between Vicor Technologies, Inc.
    and David H. Fater, dated June 1, 2002 (incorporated by
    reference to Exhibit 10.4 to the Companys Current Report
    on Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).+10
.5

Amendment No. 1 to the Employment Agreement, by and between
    Vicor Technologies, Inc. and David H. Fater, dated October 24,
    2003 (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on Form 8-K filed with the SEC on
    April 5, 2007, File No. 000-51475).+10
.6

Employment Agreement, by and between Vicor Technologies, Inc.
    and Jerry M. Anchin, dated January 1, 2006 (incorporated by
    reference to Exhibit 10.6 to the Companys Current Report
    on Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).+10
.7

Employment Agreement, by and between Vicor Technologies, Inc.
    and James E. Skinner, dated March 1, 2006 (incorporated by
    reference to Exhibit 10.7 to the Companys Current Report
    on Form 8-K filed with the SEC on April 5, 2007, File No.
    000-51475).+10
.8

Employment Agreement dated January 1, 2010 between the
    Company and Daniel Weiss.*+10
.9

Victor Technologies, Inc. 2008 Stock Incentive Plan
    (incorporated by reference to Appendix A in the Companys
    definitive proxy statement filed with the SEC on May 15, 2008
    (File No. 000-51475).+10
.10

Form of Registration Rights Agreement, between the Company and
    certain stockholders, dated March 30, 2007 (incorporated by
    reference to Exhibit 10.11 to the Companys Registration
    Statement on Form SB-2 filed with the SEC on May 14, 2007, File
    No. 333-142948).10
.11

Form of Registration Rights Agreement, between the Company,
    certain stockholders and WestPark Capital, Inc., dated March 30,
    2007 (incorporated by reference to Exhibit 10.12 to the
    Companys Registration Statement on Form SB-2 filed with
    the SEC on May 14, 2007, File No. 333-142948).10
.12

Consulting Agreement dated September 2003 between Vicor
    Technologies, Inc. and Michael Greer (incorporated by reference
    to Exhibit 10.1 in the Companys Amendment No. 1 to its
    Annual Report on Form 10-K for fiscal 2007 filed with the SEC on
    April 3, 2008).10
.13

Service Agreement dated January 1, 2007 by and between ALDA
    & Associates International, Inc. and Vicor Technologies,
    Inc. (incorporated by reference to Exhibit 10.2 in the
    Companys Quarterly Report on Form 10-QSB for the quarter
    ended March 30, 2007 filed with the SEC on May 15, 2007).10
.14

Form of 8% Convertible Subordinated Note issued to
    investors (incorporated by reference to Exhibit 10.1 in the
    Companys Form 10-Q for the quarter ended June 30, 2009
    filed with the SEC on August 19, 2009.10
.15

Consulting Agreement dated January 1, 2010 between Vicor
    Technologies Inc. and TJ Bohannon, Inc.*+14
.1

Code of Ethics (incorporated by reference to Exhibit 14.1 in the
    Companys Annual Report on Form 10-K for fiscal 2008 filed
    with the SEC on March 31, 2008, as amended on April 3, 2008).*21
.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1
    to the Companys Current Report on Form 8-K filed with the
    SEC on April 5, 2007, File No. 000-51475).23
.1

Consent of Daszkal Bolton, Independent Certified Public
    Accountants.*31
.1

Certification of the Companys Principal Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
    respect to the Companys Annual Report on Form 10-K for the
    year ended December 31, 2009.* 42




---



##### 



31
.2

Certification of the Companys Principal Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
    respect to the Companys Annual Report on Form 10-KSB for
    the year ended December 31, 2009.*32
.1

Certification of the Companys Principal Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes Oxley Act of 2002.*32
.2

Certification of the Companys Principal Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes Oxley Act of 2002.*     +
    
    Management Compensation Plan or Arrangement.*
    
    Filed herewith. 43




---



##### 



SIGNATURES
        By:
    /s/  David
    H. Fater   Title:
    Chief Executive Officer and     By:
    /s/  Thomas
    J. Bohannon   Title:
    Chief Accounting Officer    Signature

Title

Date/s/  David
    H. FaterDavid
    H. Fater

Chief Executive Officer,
    Chief Financial Officer and Director

March 31, 2010/s/  James
    E. Skinner, Ph.D.James
    E. Skinner, Ph.D.

Vice President and Director of Research and Development and
    Director

March 31, 2010/s/  Jerry
    M. AnchinJerry
    M. Anchin, Ph.D.

Vice President and Associate
    Director of Scientific Research; Director

March 31, 2010/s/  Joseph
    A. FranchettiJoseph
    A. Franchetti

Director

March 31, 2010/s/  Frederick
    M. HudsonFrederick
    M. Hudson

Director

March 31, 2010/s/  Edward
    WiesmeierEdward
    Wiesmeier, M.D.

Director

March 31, 2010  44




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
   Consolidated
    Financial Statements
   For
    The Years Ended
    December 31, 2008 and 2009




---



##### 



Table
    of Contents
  Report of Independent Registered Public Accounting Firm

F-2Financial Statements:Consolidated Balance Sheets

F-3Consolidated Statements of Operations

F-4Consolidated Statements of Changes in
    Stockholders Equity (Net Capital Deficiency)

F-5-F-7Consolidated Statements of Cash Flows

F-8-F-9Notes to Consolidated Financial Statements

F-10-F-28  F-1




---



##### 



Report
    of Independent Registered Public Accounting Firm
                  
 F-2




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Balance Sheets
    December 31, 2008 and 2009  2008


2009ASSETSCurrent assets:Cash

$
182,000


$
544,000Prepaid expenses


14,000



74,000Total current assets


196,000



618,000Furniture and fixtures, net of accumulated depreciation of
    $62,000 and $38,000 at December 31, 2008 and 2009,
    respectively


2,000



21,000Other assetsDeposits


12,000



12,000Deferred charges






168,000Intellectual property, net of accumulated amortization of
    $186,000 and and $223,000 at December 31, 2008 and 2009,
    respectively


266,000



229,000$
476,000


$
1,048,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses

$
1,000,000


$
600,000Current debt


900,000



460,000Due to related parties


100,000



100,000Total current liabilities


2,000,000



1,160,000Long-term liabilities:Long-term debt






1,251,000Accrued dividends


434,000



833,000Derivative financial instruments payable in shares of common
    stock






4,414,000Total long-term liabilities


434,000



6,498,000Commitments and contingenciesNet capital deficiency:Preferred stock, $.0001 par value; 10,000,000 shares
    authorized:Series A Convertible Cumulative, 157,592 shares issued
    and outstanding at December 31, 2008 and 2009, respectively






Series B Voting Junior Convertible Cumulative, 4,781,295
    and 5,210,101 shares issued and outstanding at
    December 31, 2008 and 2009, respectively






Common stock, $.0001 par value; 100,000,000 shares
    authorized; 32,971,619 and 41,813,959 shares issued and
    outstanding at December 31, 2008 and 2009, respectively


3,000



4,000Additional paid-in capital


44,782,000



46,848,000Stock subscriptions in process


577,000



Deficit accumulated during the development stage


(47,320,000
)


(53,462,000
)Net capital deficiency


(1,958,000
)


(6,610,000
)$
476,000


$
1,048,000    F-3




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Operations
    For the Years Ended December 31, 2008 and 2009, and
    For the Period from August 4, 2000 (Inception) Through
    December 31, 2009  Period fromAugust 4, 2000(Inception) toYears Ended December 31,


December 31,2008


2009


2009Revenues

$



$



$
844,000Operating expenses:Research and development


993,000



964,000



15,027,000General and administrative expenses


2,433,000



4,372,000



29,479,000Depreciation and amortization


41,000



41,000



323,000Interest expense


3,260,000



1,944,000



8,686,000Total operating expenses


6,727,000



7,321,000



53,515,000Gain on derivative financial instruments:Realized






1,083,000



1,083,000Unrealized






1,074,000



1,074,000



2,157,000



2,157,000Net loss


(6,727,000
)


(5,164,000
)


(50,514,000
)Cumulative effect of change in accounting principle










480,000Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock


(246,000
)


(479,000
)


(913,000
)Amortization of derivative discount on Series B preferred
    stock






(979,000
)


(979,000
)Value of warrants issued in connection with sales of
    Series B preferred stock


(1,536,000
)






(1,536,000
)Total dividends for the benefit of preferred stockholders


(1,782,000
)


(1,458,000
)


(3,428,000
)Net loss applicable to common stock

$
(8,509,000
)

$
(6,622,000
)

$
(53,462,000
)Net loss per common share  basic and diluted

$
(0.29
)

$
(0.18
)Weighted average number of common shares outstanding


29,485,339



37,513,205     F-4




---



##### 






Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Changes in Stockholders Equity
    (Net Capital Deficiency)
    For the Period from August 4, 2000 (Inception) through
    December 31, 2009  Preferred StockCommon Stock


Class A


Class B


Additional


Subscription


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In Capital


Notes Receivable


Deficit


TotalBalance at August 4, 2000 (inception)





$







$







$



$



$



$



$
Issuance of common stock to founders


7,400,000



































Contributed research and development services


























24,000











24,000Issuance of common stock for cash


194,500























194,000











194,000Net loss


































(657,000
)


(657,000
)Balance at December 31, 2000


7,594,500























218,000







(657,000
)


(439,000
)Issuance of common stock for services


280,000























280,000











280,000Issuance of warrants for services


























1,252,000











1,252,000Contributed research and development services


























71,000











71,000Issuance of common stock for cash


1,362,826























1,363,000











1,363,000Net loss


































(3,181,000
)


(3,181,000
)Balance at December 31, 2001


9,237,326























3,184,000







(3,838,000
)


(654,000
)Issuance of common stock for services


360,000



































Issuance of warrants and stock options for services


























4,722,000











4,722,000Subscription note receivable


500,000























750,000



(750,000
)






Contributed research and development services






































Issuance of common stock for cash


1,725,424























3,492,000











3,492,000Net loss


































(7,306,000
)


(7,306,000
)Balance at December 31, 2002


11,822,750























12,148,000



(750,000
)


(11,144,000
)


254,000Issuance of common stock for services


27,300



































Issuance of warrants and stock options for services


























6,365,000











6,365,000Issuance of common stock for cash


870,918























2,718,000











2,718,000Issuance of preferred stock for cash










157,592















448,000











448,000Accrued dividends on preferred stock


































(8,000
)


(8,000
)Net loss


































(9,247,000
)


(9,247,000
)Balance at December 31, 2003


12,720,968







157,592















21,679,000



(750,000
)


(20,399,000
)


530,000Issuance of common stock for services


217,440























205,000











205,000Issuance of warrants and stock options for services


























1,033,000











1,033,000Issuance of common stock for cash


308,300























889,000











889,000Accretion of beneficial conversion feature on 10% convertible
    promissory notes


























201,000











201,000Accrued dividends on preferred stock


































(39,000
)


(39,000
)Net loss


































(3,372,000
)


(3,372,000
)Balance at December 31, 2004


13,246,708


$




157,592


$







$



$
24,007,000


$
(750,000
)

$
(23,810,000
)

$
(553,000
)     F-5




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Changes in Stockholders Equity
    (Net Capital Deficiency) Continued
    For the Period from August 4, 2000 (Inception) through
    December 31, 2009
  Preferred Stock





SubscriptionCommon Stock


Class A


Class B


Additional


Notes


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In Capital


Receivable


Deficit


TotalBalance at December 31, 2004


13,246,708


$




157,592


$







$



$
24,007,000


$
(750,000
)

$
(23,810,000
)

$
(553,000
)Issuance of common stock for services


83,500























209,000











209,000Issuance of warrants and stock options for services


























1,817,000











1,817,000Issuance of warrants to note holders


























17,000











17,000Issuance of common stock for cash


1,329,302























2,167,000











2,167,000Accrued dividends on preferred stock


































(43,000
)


(43,000
)Net loss


































(4,212,000
)


(4,212,000
)Balance at December 31, 2005


14,659,510



2,000



157,592















28,215,000



(750,000
)


(28,065,000
)


(598,000
)Issuance of common stock for services


67,400























169,000











169,000Issuance of common stock for debt


43,920























110,000











110,000Issuance of warrants and stock options for services


























392,000











392,000Cancellation of subscription notes receivable


(300,000
)






















(750,000
)


750,000







Issuance of common stock for notes receivable


796,000























398,000



(398,000
)






Beneficial conversion feature for 12% convertible promissory
    notes


























912,000











912,000Issuance of warrants in connection with 15%


























139,000











139,000promissory notes






































Accrued dividends on preferred stock


































(47,000
)


(47,000
)Net loss


































(4,580,000
)


(4,580,000
)Balance at December 31, 2006


15,266,830



2,000



157,592















29,585,000



(398,000
)


(32,692,000
)


(3,503,000
)Issuance of common stock for services


177,533























663,000











663,000Common stock issued in merger transaction


677,579



1,000



















1,140,000











1,141,000Stock issued upon conversion of Convertible Notes


1,137,638























632,000











632,000Acquisition of SKRP, 6 Inc. net assets


2,700,000



































Stock issued for warrants in merger transaction


5,423,891



































Stock issued for options in merger transaction


329,700



































Payment of subscription notes receivable


























(415,000
)


398,000







(17,000
)Stock issued related to notes payable transactions


241,583























473,000











473,000Issuance of common stock for interest payments


26,129























47,000











47,000Accrued dividends on preferred stock


































(51,000
)


(51,000
)Issuance of warrants in connection with 15%


























122,000











122,000Issuance of warrants and stock options for services


























885,000











885,000Contributed capital


























178,000











178,000Net loss


































(6,068,000
)


(6,068,000
)Balance at December 31, 2007


25,980,883


$
3,000



157,592


$







$



$
33,310,000


$



$
(38,811,000
)

$
(5,498,000
)     F-6




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Changes in Stockholders Equity
    (Net Capital Deficiency), Continued
    For the Period from August 4, 2000 (Inception) through
    December 31, 2009
  Preferred Stock





StockCommon Stock


Class A


Class B


Additional Paid-In


Subscrip-tions in


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Capital


Process


Deficit


TotalBalance at December 31, 2007


25,980,883


$
3,000



157,592


$







$



$
33,310,000


$



$
(38,811,000
)

$
(5,498,000
)Issuance of stock for services


690,117















177,250







837,000











837,000Issuance of stock for cash


1,215,000















2,645,000







2,420,000











2,420,000Stock issued related to notes payable transactions


4,748,880















1,959,045







5,883,000











5,883,000Issuance of stock for interest payments


336,739























376,000











376,000Accrued dividends on preferred stock


























1,071,000







(1,782,000
)


(711,000
)Issuance of warrants in connection with preferred stock


























633,000











633,000Issuance of warrants and stock options for services


























252,000











252,000Stock subscriptions in process:To be issued in payment of accrued compensation






























561,000







561,000Cash received, stock to be issued






























16,000







16,000Net loss


































(6,727,000
)


(6,727,000
)Balance at December 31, 2008


32,971,619



3,000



157,592







4,781,295







44,782,000



577,000



(47,320,000
)


(1,958,000
)Cumulative effect of change in accounting principle


























(4,049,000
)






480,000



(3,569,000
)Issuance of stock for services


2,244,684



1,000











154,096







1,581,000











1,582,000Issuance of stock for cash


366,000















438,460







479,000











479,000Conversion of Series B preferred stock to common stock


182,341















(163,750
)






149,000







(66,000
)


83,000Stock issued related to notes payable conversions


3,812,769























2,101,000











2,101,000Warrants issued related to notes payable transactions


























117,000











117,000Issuance of stock for interest payments


51,696























119,000











119,000Accrued dividends on preferred stock


































(413,000
)


(413,000
)Exercise of warrants


562,918



































Issuance of warrants for services


























133,000











133,000Issuance of stock options for services


























362,000











362,000Fair value of derivative financial instruments issued in
    connection with Series B preferred stock


























(482,000
)










(482,000
)Amortization of discounts related to derivative financial
    instruments


























979,000







(979,000
)


Stock subscriptions in process  shares issued in
    payment of accrued compensation


1,621,932























577,000



(577,000
)






Net loss


































(5,164,000
)


(5,164,000
)Balance at December 31, 2009


41,813,959


$
4,000



157,592


$




5,210,101


$



$
46,848,000


$



$
(53,462,000
)

$
(6,610,000
)     F-7




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Cash Flows
    For the Years Ended December 31, 2008 and 2009 and
    For the Period from August 4, 2000 (Inception) through
    December 31, 2009  Period fromAugust 4, 2000(Inception) toDecember 31,2008


2009


2009Cash flows from operating activities:Net loss

$
(6,727,000
)

$
(5,164,000
)

$
(50,514,000
)Adjustment to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


41,000



41,000



323,000Noncash interest imputed upon conversion of debt to equity


2,791,000



331,000



5,620,000Noncash interest from deferred financing costs and debt-based
    derivative liabilities






2,321,000



2,321,000Gain on derivative financial instruments






(2,157,000
)


(2,157,000
)Gain from sale of assets


51,000







48,000Securities issued for services


204,000



937,000



1,141,000Beneficial conversion feature of notes payable










201,000Contributed research and development services










95,000Merger-related costs










523,000Shares in lieu of interest payments


214,000



119,000



380,000Equity-based compensation


437,000



620,000



18,665,000Changes in assets and liabilities:Prepaid expenses and other assets


62,000



(311,000
)


(423,000
)Accounts payable and accrued expenses


734,000



(400,000
)


1,573,000Net cash used in operating activities


(2,193,000
)


(3,663,000
)


(22,204,000
)Cash flows from investing activities:Purchase of intellectual property










(237,000
)Net proceeds from sale of equipment










59,000Purchase of furniture and fixtures






(23,000
)


(177,000
)Net cash used in investing activities






(23,000
)


(355,000
)Cash flows from financing activities:Due to related parties










100,000Proceeds from bank loans










300,000Proceeds from sale of preferred stock


2,116,000



351,000



2,915,000Proceeds from sale of common stock


304,000



128,000



11,268,000Repayment of notes


(365,000
)


(300,000
)


(905,000
)Proceeds from bridge loan






300,000



300,000Proceeds from sale of notes


300,000



3,569,000



8,931,000Proceeds for stock to be issued


16,000







16,000Contributed capital










178,000Net cash provided by financing activities


2,371,000



4,048,000



23,103,000Net increase in cash


178,000



362,000



544,000Cash at beginning of period


4,000



182,000



Cash at end of period

$
182,000


$
544,000


$
544,000   F-8




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Consolidated Statements of Cash Flows, Continued
    For the Years Ended December 31, 2008 and 2009 and
    For the Period from August 4, 2000 (Inception) through
    December 31, 2009
  Period fromAugust 4, 2000(Inception) toDecember 31,2008


2009


2009Supplemental cash flow information:Issuance of previously-subscribed common stock

$



$
16,000


$
16,000Conversion of accounts payable to note payable


100,000







100,000Repurchase of common stock for cancellation of subscription note
    receivable










750,000Contributed research and development










95,000Acquisition of intellectual property from related party










200,000Beneficial conversion features for promissory notes










912,000Warrants issued in connection with 15% promissory notes










261,000Warrants issued in connection with 8% Subordinated
    Convertible Notes






117,000



117,000Cash paid for interest expense


237,000



87,000



959,000Accrued equity-based compensation


41,000







41,000Accrued dividends


1,782,000



413,000



2,383,000Interest on promissory notes paid in common stock










520,000Related-party accrual converted to common stock


561,000







561,000Conversion of debt to Series B Preferred Stock


1,567,000







1,567,000Conversion of notes to common stock


2,691,000



1,918,000



4,609,000Accrued expenses paid with preferred stock






108,000



108,000Accrued expenses paid with common stock






772,000



772,000Fair value of equity-based derivative financial instruments
    issued






816,000



816,000Fair value of debt-based derivative financial instruments issued






1,046,000



1,046,000Deferred costs paid with common stock






358,000



358,000Derivative discount on Series B preferred stock






341,000



341,000Conversion of Series B preferred stock and accrued
    dividends to common stock






82,000



82,000    F-9




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements  Note 1 
    Organization
    and Nature of Business  Organization
  Form 10-SB,
          Nature
    of the business
  ® ® ®
 F-10




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  ® tm tm PD2i-VS tm ®
  tm tm tm tm 25-person
  tm PD2i-VS tm
  tm
  Risks
   F-11




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Note 2 
    Liquidity      and/or
  Note 3 
    Summary
    of Significant Accounting Policies and Basis of
    Presentation  Basis
    of Presentation
   F-12




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Cumulative
    Effect of a Change in Accounting Principle
      Concentration
    of Credit Risk
      Property
    and Equipment
    Research
    and Development Costs
   F-13




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Revenue
    Recognition
    2003-2005
  Cash
    and Cash Equivalents
    Intellectual
    Property
    December 31,2008


2009Patents

$
252,000


$
252,000Purchased software


200,000



200,000452,000



452,000Less accumulated amortization


(186,000
)


(223,000
)Net intellectual property

$
266,000


$
229,000     Use
    of Estimates
   F-14




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Accounting
    for Stock-Based Compensation
      Financial
    Instruments
    Long-Lived
    Assets
    Date
    of Management Review
    Recent
    Accounting Developments
    2010-09, 2010-09
 F-15




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    2010-06, 2010-06
  825-10-65
   F-16




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
   Note 4 
    Current
    Debt    2008


20092004 Notes

$
250,000


$
250,00012% Convertible Promissory Notes


150,000



110,00015% Promissory Notes


100,000



Bank loans


300,000



100,000Other


100,000



$
900,000


$
460,000   2004
    Notes
    month-by-month
  12% Convertible
    Promissory Notes
    month-by-month
  15%
    Promissory Notes
     F-17




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    Bank
    Loans
  out-of-pocket
    Other
    Notes Payable
    Note 5 
    Long-term
    debt    2008


20098% Convertible Notes

$



$
773,0008% Subordinated Convertible Promissory Notes






278,000Bank loans (see Note 4)






200,000$



$
1,251,000   8% Convertible
    Notes
   F-18




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    8% Notes sold

$
2,671,0008% Notes converted in 2009


(1,574,000
)1,097,000Unamortized discount


(324,000
)Balance at December 31, 2009

$
773,000     8% Subordinated
    Convertible Promissory Notes
        8% Subordinated Notes sold

$
903,000Unamortized discount


(625,000
)Balance at December 31, 2009

$
278,000   Note 6 
    Preferred
    Stock     F-19




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
          Note 7 
    Stockholders
    Equity          F-20




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Weighted-Shares Under


AverageWarrants


Exercise PriceBalance at inception





$
Granted in connection with stock sold


148,000



1.00Exercised






Outstanding at December 31, 2000


148,000



1.00Granted to employees and others


900,000



0.67Exercised






Exercisable at December 31, 2001


1,048,000



0.72Granted to employees and others


1,270,252



1.09Exercised


(750
)


Exercisable at December 31, 2002


2,317,502



0.92Granted to employees and others


1,520,332



1.14Exercised


(750
)


Exercisable at December 31, 2003


3,837,084



1.01Granted to employees and others


126,200



0.93Exercised






Exercisable at December 31, 2004


3,963,284



1.01Granted to employees and others


595,180



1.21Exercised


(101,750
)


Exercisable at December 31, 2005


4,456,714



1.06Granted to employees and others


70,000



2.50Exercised


(398,000
)


Exercisable at December 31, 2006


4,128,714



1.09Granted to employees and others


470,500



1.00Exercised


(3,469,908
)


Exercisable at December 31, 2007


1,129,306



1.96Granted to employees and others


9,976,707



0.85Exercised






Exercisable at December 31, 2008


11,106,013



0.96Granted to employees and others


1,941,823



0.90Exercised


(624,494
)


0.09Exercisable at December 31, 2009


12,423,342


$
1.00    F-21




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
   Note 8 
    Stock
    Option Plan          Number of


Weighted-Average


Options


Weighted-AverageShares


Exercise Price


Excercisable


Exercise PriceOptions outstanding at inceptionGranted


50,000


$
3.00






$
0.00Outstanding at December 31, 2002


50,000


$
3.00



10,000


$
3.00Granted





$
0.00






$
0.00Outstanding at December 31, 2003


50,000


$
3.00



30,000


$
3.00Granted


1,000


$
3.25






$
0.00Outstanding at December 31, 2004


51,000


$
3.01



51,000


$
3.01Granted


269,000


$
2.50






$
0.00Cancelled


(25,000
)

$
2.50






$
0.00Outstanding at December 31, 2005


295,000


$
0.00



295,000


$
2.59Granted


80,000


$
2.50






$
0.00Cancelled


(35,000
)

$
0.00






$
0.00Outstanding at December 31, 2006


340,000







340,000


$
2.58Granted


122,500


$
0.78






$
0.78Exercised in cashless exercise March 30, 2007


(340,000
)

$
2.58



Outstanding at December 31, 2007, 2008 and 2009


122,500







122,500Reserved for future option grants at December 31, 2008


477,500  F-22




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Number of


Weighted-Average


Options


Weighted-AverageShares


Exercise Price


Excercisable


Exercise PriceOptions outstanding at inception


Granted


417,500


$
0.72



417,500


$
0.72Outstanding at December 31, 2008


417,500Granted


2,150,000


$
0.78



1,762,500


$
0.78Outstanding at December 31, 2009


2,567,500







2,180,000Reserved for future option grants at December 31, 2009


2,432,500       NOTE 9 
    Fair
    Value of Financial Instruments      
    Level 1  Valuations for assets and liabilities
    traded in active exchange markets, or interest in open-end
    mutual funds that allow a company to sell its ownership interest
    back at net asset value (NAV) on a daily basis.
    Valuations are obtained from readily available pricing sources
    for market transactions involving identical assets, liabilities
    or funds.
    Level 2  Valuations for assets and liabilities
    traded in less active dealer, or broker markets, such as quoted
    prices for similar assets or liabilities or quoted prices in
    markets that are not active.
    Level 3  Valuations for assets and liabilities
    that are derived from other valuation methodologies, such as
    option pricing models, discounted cash flow models and similar F-23




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  techniques, and not based on market exchange, dealer, or broker
    traded transactions. Level 3 valuations incorporate certain
    assumptions and projections in determining the fair value
    assigned to such assets or liabilities.    Recurring
    Fair Value Measurement Valuation Techniques
    Derivative
    Financial Instruments
   F-24




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    December 31,January 1, 2009


2009Conversion feature:Risk-free interest rate


2.10
%


1.4% - 3.0
%Expected volatility


63
%


63
%Expected life (in years)


5



2-5Expected dividend yield


0
%


0
%Warrants:Risk-free interest rate


2.10
%


1.4% - 3.0
%Expected volatility


63
%


63
%Expected life (in years)


5



2-5Expected dividend yield


0
%


0
%Fair value:Conversion feature

$
1,664,000


$
2,550,000Warrants

$
1,905,000


$
1,864,000$
3,569,000


$
4,414,000     Level 3
    Assets and Liabilities
      Quotedprices inactivemarkets for


Significantidentical


other


Significantliabilities


observable


unobservableFair Value


(Level 1)


inputs (Level 2)


inputs (Level 3)Liabilities:Derivative financial instruments

$
4,414,000


$



$



$
4,414,000    F-25




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    Balance, January 1, 2009

$
(3,569,000
)Included in earnings(1):Realized


1,083,000Unrealized(2)


1,074,000Purchases, sales, and other


(3,008,000
)Settlements and issuances  net


6,000Net transfers in and/or out of Level 3


Balance, December 31, 2009

$
(4,414,000
)     (1)
    
    Gain included in earnings is reported as gain on derivative
    financial instruments.(2)
    
    Total unrealized gain related to Level 3 instruments held
    at December 31, 2009.  Note 10 
    Related
    Party Transactions  tm
      Note 11 
    Income
    Taxes   F-26




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    2008


2009Deferred income tax assets:Tax loss carry forward

$
414,000


$
830,000Start up costs


13,695,000



15,071,000Equity-based compensation expense


1,116,000



853,000Deribative liability


260,000



1,661,000General business credit carry forward






357,00015,485,000



18,772,000Deferred income tax liabilities:Debt discount on derivative instruments





$
(357,109
)Total deferred tax asset

$
15,485,000


$
18,414,891Valuation allowance:Beginning of year

$
(14,594,000
)

$
(15,485,000
)(Increase) during the year


(891,000
)


(2,929,891
)$
(15,485,000
)

$
(18,414,891
)Net deferred tax assets and liabilities

$



$
     Note 12 
    Property
    and Equipment    December 31,2008


2009Computers and equipment

$
40,000


$
35,000Furniture and fixtures


24,000



24,00064,000



59,000Less accumulated depreciation


(62,000
)


(38,000
)Net property and equipment

$
2,000


$
21,000     Note 13 
    Leases     F-27




---



##### 



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
   Note 14 
    Retirement
    plan    Note 15 
    Commitments
    and Contingencies    cost-of-living
  Note 16 
    Subsequent
    Events       F-28