##### Table of Contents





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,
    2010o

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 x
  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




---



##### 





TABLE OF
    CONTENTS
   
 Page No.Part
    IItem
    1.


Business


2Item
    1A.


Risk factors


15Item
    2.


Properties.


25Item
    3.


Legal proceedings.


25Item
    4.


Removed and reserved.


25Part
    IIItem
    5.


Market for registrants common equity,
    related stockholder matters and issuer purchases of equity
    securities.


26Item
    7.


Managements discussion and analysis of
    financial condition and results of operations.


26Item
    8.


Financial statements and supplementary
    data.


32Item
    9A.


Controls and procedures.


33Item
    9B.


Other information.


33Part
    IIIItem
    10.


Directors, executive officers and corporate
    governance.


34Item
    11.


Executive compensation.


39Item
    12.


Security ownership of certain beneficial owners
    and management and related stockholder matters.


43Item
    13.


Certain Relationships and related transactions,
    and director independence.


44Item
    14.


Principal accounting fees and services.


45Part
    IVItem
    15.


Exhibits, financial statement schedules.


47Signatures


50EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  SPECIAL
    NOTE ABOUT FORWARD-LOOKING STATEMENTS
  Form 10-K,
    
    our history of operating losses and relatively low cash position
    relative to our anticipated cash needs;
    our ability to obtain additional funds to sustain our business
    on acceptable terms or at all;
    our ability to obtain FDA approval for specific medical claims
    for our products;
    our ability to achieve broad market acceptance of our technology;
    our ability to manufacture, market and sell our products
    effectively;
    our ability to protect our proprietary technology;
    the ability of others to develop, obtain approval of and
    commercialize products quicker or more successfully than us;
    technological changes impacting our industry that may lead to
    our technologies becoming obsolete;
    any future litigation regarding our business, including
    intellectual property and product liability claims;
    legal and regulatory changes affecting the medical device
    industry, including changes impacting reimbursement for medical
    devices and tests;
    general economic and business conditions;
    other risk described in Item 1 of the Annual Report under
    the heading Risk Factors. 1




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##### Table of Contents



Item 1.  Introduction
  Form 10-SB,
        (561) 995-7313.
  Our
    Business
  General
    Overview
  ® ® ®
 2




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® tm tm PD2i- VS tm ®
  tm tm
    tm tm tm
  tm
  Technology
    Background
  ® ®
  ® ®
  ®
 3




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##### Table of Contents



Diagnosis
    of Diseases
  Cardiovascular
    Disease
    Congestive
    Heart Failure
    
    narrowed arteries that supply blood to the heart muscle, which
    is referred to as coronary artery disease;
    past heart attack, or myocardial infarction, with scar tissue
    that interferes with the heart muscles normal work;
    high blood pressure;
    heart valve disease due to past rheumatic fever or other causes;
    primary disease of the heart muscle itself, called
    cardiomyopathy;
    heart defects present at birth, which is referred to as
    congenital heart defects; and
    infection of the heart valves
    and/or heart
    muscle itself, which is referred to as endocarditis
    and/or
    myocarditis.          
    rest;
    supervised exercise program;
    proper diet;
    modified daily activities; and 4




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
    drugs such as:  
    ACE (angiotensin-converting enzyme) inhibitors;
    beta blockers;
    digitalis;
    diuretics; and
    vasodilators.      Cardiac
    Ischemia
    24-hour
  Arrhythmic
    Death
     5




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##### Table of Contents



Diagnostic
    Tools for Congestive Heart Failure Death and Arrhythmic
    Death
        tm
  ® ® ® CRT-D. 30-40% ® ®
  tm
 6




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Background
    of Autonomic Nervous System Testing
        Diagnostic
    Tools for Autonomic Nervous System
         7




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tm tm ® Clinical Neurophysiology
  Products
    and Markets
  PD2i
    Analyzertm
  tm tm
    tm tm tm
  PD2i-VStm.
  PD2i- VS tm PD2i- VS tm
  PD2i- VS tm ®
  PD2i- VS tm PD2i- VS tm
 8




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##### Table of Contents



® PD2i- VS tm and/or
  ®
    Regulatory
    Approval Process
  United States. tm tm
  Investigational Device Exemption (IDE). tm
  510(k) Application.
  tm tm
 9




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##### Table of Contents



® tm
  Our
    Products and Status of Clinical Trials
  Status of


FDAProduct


Use


Clinical Trial


SubmissionPD2i-Analyzertm


Diagnostic tool for patients undergoing cardiovascular disease
    testing


University of Rochester  comparing
    PD2i®

    values to patient outcomes has been completed


Undergoing FDA reviewPD2i-Analyzertm


Normal Range Values for
    PD2i®


Enrollment underway at the University of Mississippi Medical
    Center


Expected in the second half of 2011PD2i 
VStm


Diagnostic tool to Triage Trauma


Ongoing and Data Analysis being completed. Software and hardware
    design being finalized.


Expected in the second half of 2011   tm
  tm
 10




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Trial Name


Market Indication


Independent or Vicor SponsoredBrain Injury Risk Stratification Trial (BIRST)


Neuro-ICU


Vicor Sponsored  University of Mississippi Medical
    Center and Universidad de San Francisco de Quito (Ecuador)Complexity Assessment of Potential Concussion in Athletes
    (CAPOCA)


Concussion  Student Athletes


Vicor Sponsored  Belhaven University and Baylor
    UniversityComplexity 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
    CenterIntraoperative Complexity Analysis and Monitoring (ICAM)


Pre-operative risk assessment and intraoperative monitoring


Vicor Sponsored  University of Mississippi Medical
    CenterStudy of Heart Rate Variability Using the
    PD2i®

    Algorithm in a Cardiac Rehabilitation Population (SHeRPA)


Cardiac Rehabilitation


Independent  Brown University   European
    Regulatory Requirements
  tm ® tm tm
  Sales and
    Marketing
   11




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tm tm
  tm
  tm
  PD2i- VS tm
  Reimbursement
  tm tm tm
  Competition
  Autonomic
    Nervous System
  tm
 12




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tm ®
  tm
  Congestive
    Heart Failure Death
    Arrhythmic
    Death
  tm
  tm
  tm
  tm
  Manufacturing
    Trademarks
  ®
 13




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Research
    and Development
    Employees
    Drug
    Discovery Platform (Therapeutic Products)
  tm
         14




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Patent
    and Proprietary Rights
  ® ® ® ®
  (PA/a/2004/007586).
      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.
   15




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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.
   16




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We are
    developing and attempting to commercialize new and unproved
    technologies.
    The
    results of clinical studies may not support the usefulness of
    our technology.
      If
    third-party contract research organizations do not perform their
    responsibilities in an acceptable and timely manner, our
    pre-clinical testing or clinical trials could be delayed or
    prove unsuccessful.
    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.
   17




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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.
    We are
    subject to risks in connection with the impact of changes in
    international, national and local economic and market
    conditions.
      
    political and economic instability;
    export controls;
    changes in legal and regulatory requirements;
    United States and foreign government policy changes affecting
    the markets for our products; and
    changes in tax laws and tariffs.   18




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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
    Our Drug Platform.
  If we
    seek to market our products in foreign jurisdictions, we may
    need to obtain regulatory approval in these
    jurisdictions.
   19




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Changes
    in healthcare reimbursement systems in the U.S. and abroad could
    affect our revenues and profitability.
        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 noncompliance 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.   20




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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.
      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.
   21




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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
  We may be
    unable to keep pace with the rapid technological changes in the
    biotechnology/medical device industry and as a result our
    technologies may become obsolete.
    Product
    liability claims may have a material adverse effect on our
    financial condition and results of operations.
    We face
    competition in the market for diagnostic devices, including from
    substantially larger companies with greater resources, which may
    result in others discovering, developing or commercializing
    competing products quicker or more successfully than
    us.
   22




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Risks
    Related to 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
  Substantial
    future sales of shares of our common stock in the public market
    could cause our stock price to fall.
   23




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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 20% 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.
    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.
   24




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##### Table of Contents



Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    Removed
    and Reserved. 25




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

LowFirst Quarter 2009

$
1.06


$
.36Second Quarter 2009

$
0.90


$
.55Third Quarter 2009

$
1.00


$
.69Fourth Quarter 2009

$
0.95


$
.55First Quarter 2010

$
0.87


$
.55Second Quarter 2010

$
0.84


$
.51Third Quarter 2010

$
0.68


$
.56Fourth Quarter 2010

$
0.85


$
.49     Dividends
    Recent
    Sales of Unregistered Securities
    
    Issued 241,831 shares of common stock and 68,750 warrants
    to purchase 68,750 shares of common stock to employees,
    directors, members of our Scientific Advisory Board and
    consultants for services rendered. The warrants are immediately
    exercisable at $0.01 per share and have a five-year term.
    Granted 375,000 options at an exercise price of $0.51 and
    200,000 options at an exercise price of $0.55 to employees and
    consultants pursuant to the Companys 2008 Stock Option
    Plan. These options vest 50% 12 months after grant and 50%
    24 months after grant.    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Form 10-K. Form 10-K,
 26




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Form 10-K 10-K,
  Overview
    
    Plan of Operations
    Critical Accounting Policies and Estimates
    Results of Operations
    Liquidity and Capital Resources
    Going Concern
    Off-Balance Sheet Arrangements  Plan of
    Operations
         27




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10-day
    1.
    Increasing sales of the PD2i
    Analyzertm

    to physicians and health care facilities in the
    United States through the use of independent sales agents
    and direct sales personnel.  2.
    Raising additional capital with which to expand the sales and
    administrative infrastructure and fund ongoing operations until
    our operations generate positive cash flow.3.
    Completing various clinical trials and 510(k) submission(s) to
    secure additional marketing claims for the PD2i
    Analyzertm

    to enhance and accelerate marketing efforts.4.
    Initiating international sales of the PD2i
    Analyzertm

    and
    PD2i-VStm

    (Vital Sign), including securing CE Mark Clearance.  and/or
  Critical
    Accounting Policies and Estimates
      Use
    of Estimates
   28




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Research
    and Development Costs
    Intellectual
    Property
    Revenue
    Recognition
              Accounting
    for Stock-Based Compensation
    Accounting
    for Derivative Financial Instruments
    Fair
    Value of Financial Instruments
     29




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##### Table of Contents



Results
    of Operations
    Period fromAugust 4, 2000Years Ended





(Inception) toDecember 31,





December 31,2009


2010


2010Revenue:Sales

$




0.0
%

$
185,000



−2.1
%

$
185,000



−0.3
%Lease income






0.0
%


4,000



0.0
%


4,000



0.0
%Grants and other






0.0
%






0.0
%


844,000



−1.4
%



0.0
%


189,000



−2.1
%


1,033,000



−1.7
%Cost of revenue






0.0
%


131,000



−1.5
%


131,000



−0.2
%Gross profit






0.0
%


58,000



−0.6
%


902,000



−1.5
%Operating expenses:Research and development


964,000



13.2
%


638,000



7.2
%


15,665,000



25.1
%Selling, general and administrative expenses


3,705,000



50.6
%


5,944,000



67.1
%


35,038,000



56.2
%Interest expense


2,485,000



33.9
%


2,273,000



25.7
%


10,401,000



16.7
%Loss from extinguishment of debt


167,000



2.3
%






0.0
%


1,266,000



2.0
%Total operating expenses


7,321,000



100.0
%


8,855,000



100.0
%


62,370,000



100.0
%Gain (loss) on derivative financial instruments


2,157,000



−29.5
%


3,991,000



−45.1
%


6,148,000



−9.9
%Net loss


(5,164,000
)


−129.5
%


(4,806,000
)


−145.7
%


(55,320,000
)


−111.4
%Cumulative effect of change in accounting principle






0.0
%






0.0
%


480,000



0.8
%Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock


(479,000
)


6.5
%


(436,000
)


4.9
%


(1,349,000
)


2.2
%Amortization of derivative discount on Series Bpreferred stock


(979,000
)


13.4
%


(1,004,000
)


11.3
%


(1,983,000
)


3.2
%Value of warrants issued in connectin with Series B
    preferred stock






0.0
%






0.0
%


(1,536,000
)


2.5
%Total dividends for the benefit of preferred stockholders


(1,458,000
)


19.9
%


(1,440,000
)


16.2
%


(4,868,000
)


7.9
%Net loss applicable to common stock

$
(6,622,000
)


−109.6
%

$
(6,246,000
)


−129.5
%

$
(59,708,000
)


−102.7
%Net loss per common share  basic and dilluted

$
(0.18
)





$
(0.14
)Weighted average number of shares of common shares outstanding


37,513,205







44,850,644   Year
    Ending December 31, 2010 Compared to December 31,
    2009:
  Revenues
    Cost
    of Revenue
    Gain
    on derivative financial instruments
   30




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mark-to-market
  Research
    and Development
      Selling,
    General and Administrative
    Interest
    Expense
    Loss
    on Extinguishment of Debt
    Liquidity
    and Capital Resources
       31




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and/or
  Going
    Concern
      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.  Item 8.
    Financial
    Statements and Supplementary Data.   32




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Item 9A.
    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.   33




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

Age

PositionDavid H. Fater


64


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


66


Chief Financial OfficerJames E. Skinner, Ph.D.


69


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


50


Vice President Product Development; Class II DirectorRichard M. Cohen


65


Chief Operating OfficerDaniel N. Weiss, M.D., F.A.C.C


48


Chief Medical OfficerGary A. Schwartz


50


Chief Technology OfficerFrederick M. Hudson


65


Class II DirectorJoseph A. Franchetti


71


Class III DirectorRonald A. Malone


55


Class III DirectorFrank B. Wheeler


73


Class III Director   David H. Fater 24-year
  Thomas J. Bohannon
 34




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James E. Skinner, Ph.D.,
  Jerry M. Anchin, Ph.D.,
  Richard M. Cohen start-ups
  Daniel N. Weiss, M.D., F.A.C.C., (Multi Center Automatic Defibrillator Implantation Trial) (Sudden Cardiac Death Heart Failure Trial) cum laude
  Gary A. Schwartz
 35




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Frederick M. Hudson 37-year
  Joseph C. Franchetti start-up
  Ronald A. Malone,
  Frank B. Wheeler,
 36




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Director
    Independence and Qualifications
        Director
    Compensation
  24-month
  Director
    Compensation Table
    Fees Earned orName

Paid in Cash

Stock
    Options(1)

Stock
    Award(2)

TotalEdward Wiesmeier

$



$



$
35,500


$
35,500Frederick Hudson

$



$
49,000


$
54,000


$
103,000Frank B. Wheeler

$



$
49,000


$
9,000


$
58,000Ronald Malone

$



$
49,000


$
9,000


$
58,000Joseph Franchetti

$



$
49,000


$
42,000


$
91,000     (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, 2010.(2)
    
    The amounts reflect the fair market value of the stock on date
    of issuance. 37




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Board
    Committees
      Audit
    Committee
    Regulation S-K.
  SCIENTIFIC
    ADVISORY BOARD
    
    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. He serves as Chairman of our
    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; and 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.
    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, the former chief executive officer of
    Cambridge Heart, Inc. (our only FDA-approved competitor). 38




---



##### Table of Contents




    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 Cardiology
    at Jackson North Medical Center, one of the newest hospitals in
    the academically affiliated hospital system, Jackson Hospital.
    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.
    Mitchell S. Karl, M.D.,practicing board certified
    cardiologist on staff with Boca Raton Community Hospital;
    Clinical Associate Professor of Biomedical Science, Florida
    Atlantic University/University of Miami School of Medicine;
    Associate Medical Director, Vicor Technologies, Inc.  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


2010


$
201,000


$



$



$



$



$
201,000Chief
    Executive(2)


2009


$
183,000


$



$



$
228,000


$



$
411,000James E. Skinner


2010


$
180,000


$



$



$



$



$
180,000Vice President, Research and
    Science(2)


2009


$
177,000


$



$



$
228,000


$



$
405,000Jerry M. Anchin


2010


$
180,000


$



$



$



$



$
180,000Vice President, Product
    Development(2)


2009


$
168,000


$



$



$
228,000


$



$
396,000Daniel N. Weiss


2010


$
180,000


$



$



$



$



$
180,000Chief Medical
    Officer(2)


2009


$
180,000


$



$



$
152,000


$
78,900


$
410,900     (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, 2010.(2)
    
    Mr. Fater, Dr. Skinner and Dr. Anchin commenced
    employment with the Company on March 30, 2007, the date of
    the Merger closing. Dr. Weiss commenced employment with us
    in April 2008. 39




---



##### Table of Contents



Employment
    Agreements
    David H. Fater.
  James E. Skinner.
  Jerry M. Anchin.
  Daniel N. Weiss.
 40




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##### Table of Contents



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
(1)





$
0.78



01/05/201612,500






$
1.00



04/09/2013Thomas J. Bohannon


75,000






$
0.68



12/22/201525,000






$
0.78



1/5/2016100,000
(2)





$
0.62



12/17/2016100,000
(3)





$
0.51



12/29/2017James E. Skinner


300,000
(1)





$
0.78



01/05/2016255,000






$
1.00



08/08/201712,500






$
1.00



06/10/2013Jerry M. Anchin


100,000






$
1.00



08/08/201712,500






$
1.00



02/19/2013300,000
(1)





$
0.78



01/05/2016Daniel N. Weiss


50,000






$
1.00



08/08/2017200,000
(1)





$
0.78



01/05/2016     (1)
    
    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.(2)
    
    We granted these options under our 2008 Stock Option Plan on
    January 5, 2009. The options vest 50% immediately and 50%
    after a milestone is achieved.(3)
    
    We granted these options under our 2008 Stock Option Plan on
    January 5, 2009. The options vest 50% after 12 months
    and 50% after 24 months.  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)


3,817,500


$
0.73



1,182,500Equity compensation plans not approved by security holders


24,466,460


$
0.93



Total


28,406,460







1,660,000  41




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##### Table of Contents



Compliance
    with Section 16(a) of the Exchange Act
    Potential
    Payments Upon Termination or a Change in Control
  David H. Fater. 12-month
    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 ReasonBase Salary

$



$



$
603,000


$
603,000


$
603,000Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$
74,700


$
74,700


$
74,700280G Tax Gross Up

$



$



$



$



$
   Other Named Executive Officers.
   42




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##### Table of Contents



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
  Number of Shares


Percent ofName of Beneficial Owner

Beneficially
    Owned(1)


SharesDavid H.
    Fater(2)


1,715,354



3.26
%James E.
    Skinner(3)


4,245,164



8.03
%Jerry M.
    Anchin(4)


2,308,892



4.38
%Daniel N.
    Weiss, M.D.(5)


761,701



1.45
%Thomas J.
    Bohannon(6)


156,048



*Ronald A.
    Malone(7)


313,279



*Frank B.
    Wheeler(8)


42,803



*Frederick M.
    Hudson(9)


412,205



*Joseph A.
    Franchetti(10)


363,906



*All 7 directors and executive officers as a group


10,319,352
(11)


19.48
%     *
    
    Less than 1%.(1)
    
    For purposes of calculating beneficial ownership percentages,
    52,281,009 shares of the Companys common stock were
    deemed outstanding as of March 15, 2011 and includes
    (a) 47,095,908 shares of the Companys common
    stock issued and outstanding and (b) 5,185,101 shares
    of the Companys common stock issuable upon conversion of
    5,185,101 shares of Series B preferred stock. As of
    March 15, 2011, each share of 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) immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 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.(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 43




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##### Table of Contents



March 15, 2011 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 March 15, 2011 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 immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    200,000 shares of the Companys common stock.(6)
    
    Includes immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    150,000 shares of the Companys common stock.(7)
    
    Includes (a) immediately exercisable warrants to purchase
    30,000 shares of the Companys common stock and
    (b) immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    79,167 shares of the Companys common stock.(8)
    
    Includes immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    29,167 shares of the Companys common stock.(9)
    
    Includes immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    216,668 shares of the Companys common stock.(10)
    
    Includes immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    216,668 shares of the Companys common stock.(11)
    
    Includes (a) immediately exercisable warrants to purchase
    422,500 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of March 15, 2011 to purchase
    1,791,670 shares of the Companys common stock, and
    (c) 37,500 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 two 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
     44




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##### Table of Contents



out-of-pocket
  out-of-pocket
      Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    Fee Category

Fiscal 2010


Fiscal 2009Audit Fees

$
118,889


$
152,465Audit-Related Fees


25,967



5,799Tax Fees


4,164



6,786All Other Fees






Total Fees

$
149,020


$
165,050   Form 10-K Form 10-Q
   45




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##### Table of Contents



Policy on
    Audit Committee Pre-Approval of Audit and Permissible Nonaudit
    Services of Independent Auditors
   46




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  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
.1.4

Second Amendment to the Companys Certificate of
    Designation for Series B Preferred Stock filed with the Delaware
    Secretary of State on August 6, 2010 (incorporated by reference
    to Exhibit 3.2 in the Companys Form 8-K filed with the SEC
    on August 11, 2010).3
.1.5

Certificate of Amendment of the Certificate of Incorporation of
    Vicor Technologies, Inc. filed with the Delaware Secretary of
    State on November 16, 2010.3
.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
    Certificate 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).+ 47




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##### Table of Contents



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).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 10.2 to the Companys Quarterly Report
    on Form 10-Q filed with the SEC on May 11, 2010, File No.
    000-51475).+10
.7

Employment Agreement, by and between Vicor Technologies, Inc.
    and James E. Skinner, dated January 1, 2009 (incorporated by
    reference to Exhibit 10.3 to the Companys Quarterly Report
    on Form 10-Q filed with the SEC on May 11, 2010, File No.
    000-51475).+10
.8

Employment Agreement dated January 1, 2010 between the Company
    and Daniel Weiss (incorporated by reference to Exhibit 10.8 to
    the Companys Form 10-K for fiscal 2009 filed with the SEC
    on March 31, 2010 (File No. 000-51475).*+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

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, File
    No. 000-51475).10
.13

Consulting Agreement dated January 1, 2010 between Vicor
    Technologies Inc. and TJ Bohannon, Inc. (incorporated by
    reference to Exhibit 10.15 in the Companys Form 10-K for
    fiscal 2009 filed with the SEC on March 31, 2010, File No.
    000-51475).10
.14

Form of 8% Subordinated Convertible Promissory Note issued
    to investors (incorporated by reference to Exhibit 10.1 in the
    Companys Quarterly Report on Form 10-Q filed with the SEC
    on May 11, 2010).10
.15

Form of Subscription Agreement dated October 8, 2010 between
    Vicor Technologies, Inc. and each investor (incorporated by
    reference to Exhibit 10.1 in the Companys Current Report
    on Form 8-K filed with the SEC on October 8, 2010).10
.16

Form of Convertible Note dated October 8, 2010 between Vicor
    Technologies, Inc. and each investor (incorporated by reference
    to Exhibit 10.2 in the Companys Current Report on Form 8-K
    filed with the SEC on October 8, 2010).10
.17

Form of Warrant Agreement dated October 8, 2010 issued by Vicor
    Technologies, Inc. to each investor (incorporated by reference
    to Exhibit 10.3 in the Companys Current Report on Form 8-K
    filed with the SEC on October 8, 2010). 48




---



##### Table of Contents



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,
    File No. 000-51475).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, 2010.*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-K for the
    year ended December 31, 2010.*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. 49




---



##### Table of Contents



SIGNATURES  Form 10-K
      By:
    /s/  David
    H. Fater   Title:
    Chief Executive Officer    By:
    /s/  Thomas
    J. Bohannon   Title:
    Chief Financial Officer  Form 10-K
  Signature

Title

Date/s/  David
    H. FaterDavid
    H. Fater

Chief Executive Officer,
    Chief Financial Officer and Director

March 31, 2011/s/  James
    E. Skinner,James
    E. Skinner, Ph.D.

Vice President and Director of Research and Development and
    Director

March 31, 2011/s/  Jerry
    M. AnchinJerry
    M. Anchin, Ph.D.

Vice President Product Development, Director

March 31, 2011/s/  Joseph
    C. FranchettiJoseph
    C. Franchetti

Director

March 31, 2011/s/  Frederick
    M. HudsonFrederick
    M. Hudson

Director

March 31, 2011/s/  Ronald
    A. MaloneRonald
    A. Malone

Director

March 31, 2011/s/  Frank
    B. WheelerFrank
    B. Wheeler

Director

March 31, 2011  50




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##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
   Consolidated
    Financial Statements
   For
    The Years Ended
    December 31, 2009 and 2010




---



##### Table of Contents



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-5Consolidated Statements of Cash Flows

F-8Notes to Consolidated Financial Statements

F-10  F-1




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm                F-2




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Balance Sheets December 31, 2009 and 2010
  2009


2010ASSETSCurrent assets:Cash

$
544,000


$
1,119,000Accounts receivable






58,000Inventory






58,000Prepaid expenses


74,000



411,000Total current assets


618,000



1,646,000Property and equipment:Equipment


35,000



199,000Furniture and fixtures


24,000



38,000Less accumulated depreciation


(38,000
)


(82,000
)Net property and equipment


21,000



155,000Other assetsDeposits


12,000



18,000Deferred financing costs


1,117,000



8,076,000Intellectual property, net of accumulated amortization of
    $223,000 and$260,000 at December 31, 2009 and 2010, respectively


229,000



192,000$
1,997,000


$
10,087,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses

$
600,000


$
1,166,000Current debt


460,000



360,000Due to related party


100,000



88,000Total current liabilities


1,160,000



1,614,000Long-term liabilities:Long-term debt


2,200,000



8,277,000Accrued dividends


833,000



932,000Derivative financial instruments payable in shares of common
    stock


4,414,000



7,692,000Total long-term liabilities


7,447,000



16,901,000Commitments and contingenciesNet capital deficiency:Preferred stock, $.0001 par value; 10,000,000 and
    25,000,000 shares authorized at December 31, 2009 and
    2010, respectively:Series A Convertible Cumulative, 157,592 shares issued
    and outstanding at December 31, 2009 and none at
    December 31, 2010; preference in liquidation of $751,000 at
    December 31, 2009






Series B Voting Junior Convertible Cumulative, 5,210,101
    and 5,185,101 shares issued and outstanding at
    December 31, 2009 and 2010, respectively; preference in
    liquidation of $5,386,000 and $5,795,000 at December 31,
    2009 and 2010, respectively






Common stock, $.0001 par value; 100,000,000 and
    150,000,000 shares authorized at December 31, 2009 and
    2010, respectively; 41,813,959 and 46,799,324 shares issued
    and outstanding at December 31, 2009 and 2010, respectively


4,000



5,000Additional paid-in capital


46,848,000



51,275,000Deficit accumulated during the development stage


(53,462,000
)


(59,708,000
)Net capital deficiency


(6,610,000
)


(8,428,000
)$
1,997,000


$
10,087,000    F-3




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of
    Operations For the Years Ended December 31,
    2009 and 2010 and
    For the Period from August 4, 2000 (Inception) to
    December 31, 2010
  Period fromAugust 4, 2000(Inception) toYears Ended December 31,


December 31,2009


2010


2010Revenue:Sales

$



$
185,000


$
185,000Lease income






4,000



4,000Grants and other










844,000



189,000



1,033,000Cost of revenue






131,000



131,000Gross profit






58,000



902,000Operating expenses:Research and development


964,000



638,000



15,665,000Selling, general and administrative expenses


3,705,000



5,944,000



35,038,000Interest expense


2,485,000



2,273,000



10,401,000Loss from extinguishment of debt


167,000







1,266,000Total operating expenses


7,321,000



8,855,000



62,370,000Gain on derivative financial instruments:Realized


1,083,000



318,000



1,401,000Unrealized


1,074,000



3,673,000



4,747,0002,157,000



3,991,000



6,148,000Net loss


(5,164,000
)


(4,806,000
)


(55,320,000
)Cumulative effect of change in accounting principle










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


(479,000
)


(436,000
)


(1,349,000
)Amortization of derivative discount on Series B preferred
    stock


(979,000
)


(1,004,000
)


(1,983,000
)Value of warrants issued in connection with sales of
    Series B preferred stock










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


(1,458,000
)


(1,440,000
)


(4,868,000
)Net loss applicable to common stock

$
(6,622,000
)

$
(6,246,000
)

$
(59,708,000
)Net loss per common share  basic and diluted

$
(0.18
)

$
(0.14
)Weighted average number of shares of common shares outstanding


37,513,205



44,850,644     F-4




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of Changes
    in Stockholders Equity (Net Capital Deficiiency)For the Period from August 4, 2000
    (Inception) through December 31, 2010
  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%






































Costs related to stock issuance






































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
)




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of Changes in
    Stockholders Equity (Net Capital Deficiiency)For the Period from August 4, 2000
    (Inception) through December 31, 2010
  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



2,000



















2,165,000











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
)




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of Changes in
    Stockholders Equity (Net Capital Deficiiency)For the Period from August 4, 2000
    (Inception) through December 31, 2010
  StockCommon Stock


Class A


Class B


Additional


Subscriptions In


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In 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 transactions


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


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
)Accrued dividends on preferred stock


































(436,000
)


(436,000
)Conversion of Series A preferred stock to common


417,416







(157,592
)














335,000











335,000Conversion of Series B preferred stock to common


28,167















(25,000
)






2,000











2,000Issuance of stock for interest payments


10,556























7,000











7,000Issuance of stock for services


1,085,711























783,000











783,000Issuance of stock options for services


























497,000











497,000Issuance of stock for conversion of notes payable


3,318,515



1,000



















1,206,000











1,207,000Warrants issued related to notes payable transactions


























557,000











557,000Issuance of warrants for consulting


























35,000











35,000Exercise of warrants


125,000























1,000











1,000Amortization of discounts related to derivative financial
    instruments


























1,004,000







(1,004,000
)


Net loss


































(4,806,000
)


(4,806,000
)Balance at December 31, 2010


46,799,324


$
5,000


$



$




5,185,101


$



$
51,275,000


$



$
(59,708,000
)

$
(8,428,000
)




---



##### Table of Contents





Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of Cash
    Flows For the Years Ended December 31,
    2009 and 2010 and
    For the Period from August 4, 2000 (Inception) to
    December 31, 2010
  Period fromAugust 4, 2000(Inception) toYears Ended December 31,


December 31,2009


2010


2010Cash flows from operating activities:Net loss

$
(5,164,000
)

$
(4,806,000
)

$
(55,320,000
)Adjustment to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


41,000



81,000



404,000Noncash interest imputed upon conversion of debt to equity


331,000







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


2,149,000



1,937,000



4,086,000Gain on derivative financial instruments


(2,157,000
)


(3,991,000
)


(6,148,000
)Loss from sale of assets










48,000Securities issued for services


1,109,000



596,000



1,909,000Beneficial conversion feature of notes payable






102,000



303,000Contributed research and development services










95,000Merger-related costs










523,000Shares in lieu of interest payments


119,000



7,000



387,000Warrants issued for consulting






35,000



35,000Equity-based compensation


620,000



684,000



19,349,000Changes in assets and liabilities:Accounts receivable






(58,000
)


(58,000
)Inventory






(58,000
)


(58,000
)Prepaid expenses and other assets


(311,000
)


(1,475,000
)


(1,898,000
)Accounts payable and accrued expenses


(400,000
)


1,328,000



2,901,000Net cash used in operating activities


(3,663,000
)


(5,618,000
)


(27,822,000
)Cash flows from investing activities:Purchase of intellectual property










(237,000
)Net proceeds from sale of equipment










59,000Purchase of property and equipment


(23,000
)


(178,000
)


(355,000
)Net cash used in investing activities


(23,000
)


(178,000
)


(533,000
)Cash flows from financing activities:Due to related parties










100,000Proceeds from bank loans










300,000Proceeds from sale of preferred stock


351,000







2,915,000Proceeds from sale of common stock


128,000







11,268,000Repayment of notes


(300,000
)


(100,000
)


(1,005,000
)Proceeds from bridge loan


300,000







300,000Proceeds from sale of notes


3,569,000



6,471,000



15,402,000Proceeds for stock to be issued










16,000Contributed capital










178,000Net cash provided by financing activities


4,048,000



6,371,000



29,474,000Net increase in cash


362,000



575,000



1,119,000Cash at beginning of period


182,000



544,000



Cash at end of period

$
544,000


$
1,119,000


$
1,119,000    F-8




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Consolidated Statements of Cash FlowsFor the Years Ended December 31, 2009 and
    2010 and
    For the Period from August 4, 2000 (Inception) to
    December 31, 2010
  Period fromAugust 4, 2000(Inception) toYears Ended December 31,


December 31,2009


2010


2010Supplemental cash flow information:Issuance of previously-subscribed common stock

$
16,000


$



$
16,000Conversion of accounts payable to note payable










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



557,000



674,000Exercise of warrants to purchase common stock






1,000



1,000Cash paid for interest expense


87,000



70,000



1,029,000Accrued equity-based compensation










41,000Accrued dividends


413,000



437,000



2,820,000Interest on promissory notes paid in common stock










520,000Related-party accrual converted to common stock










561,000Conversion of debt to Series B preferred stock










1,567,000Conversion of notes to common stock


1,918,000



1,206,000



5,815,000Accrued expenses paid with notes






703,000



703,000Accrued 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



7,270,346



8,316,346Deferred costs paid with common stock


358,000







358,000Amortization of derivative discounts


341,000



1,004,000



1,345,000Conversion of Series A preferred stock and accrued
    dividends to common stock






335,000



335,000Conversion of Series B preferred stock and accrued
    dividends to common stock


82,000



9,000



91,000    F-9




---



##### Table of Contents



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




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  ® ® tm tm PD2i-VStm ®
  tm tm
    Risks
      Note 2 
    Liquidity and Going Concern
   F-11




---



##### Table of Contents



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




---



##### Table of Contents



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


Additional


AccumulatedCommon Stock


Paid-In Capital


DeficitAggregate fair value at issuance

$
(4,568,000
)

$
4,568,000


$
2008
    mark-to-market
    gain


999,000







(999,000
)2008 preferred dividend for discount amortization






(519,000
)


519,000As recorded on January 1, 2009

$
(3,569,000
)

$
4,049,000


$
(480,000
)   mark-to-market
  Concentration
    of Credit Risk
      Receivables
    Inventory
  first-in,
  Property
    and Equipment
   F-13




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Research
    and Development Costs
    Revenue
    Recognition
                Cash
    and Cash Equivalents
    Intellectual
    Property
    F-14




---



##### Table of Contents



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


2010Patents

$
252,000


$
252,000Purchased software


200,000



200,000452,000



452,000Less accumulated amortization


(223,000
)


(260,000
)Net intellectual property

$
229,000


$
192,000     Use
    of Estimates
    Accounting
    for Stock-Based Compensation
      Financial
    Instruments
      and/or
 F-15




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
          Long-Lived
    Assets
    Reclassifications
    Recent
    Accounting Developments
  2010-06, 2010-06
 F-16




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Note 4 
    Current Debt
    2009


20102004 Notes

$
250,000


$
250,00012% Convertible Promissory Notes


110,000



110,000Bank loan, unsecured, 4.83%, due October 2010


100,000



$
460,000


$
360,000   2004
    Notes
  month-to-month
  12% Convertible
    Promissory Notes
  month-to-month
  Current
    Debt Extinguished in 2009
     F-17




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Note 5 
    Long-term debt
    2009


20108% Convertible Notes

$
1,097,000


$
8% Subordinated Convertible Promissory Notes


903,000



5,273,00010% Convertible Promissory Notes






2,804,000Bank loan, unsecured, 3.54% and 3.45%, respectively, at
    December 31, 2009 and 2010


200,000



200,000Balance

$
2,200,000


$
8,277,000   8% Convertible
    Notes
      2009


20108% Notes sold

$
2,671,000


$
2,671,0008% Notes converted


(1,574,000
)


(2,671,000
)Balance

$
1,097,000


$
   mark-to-market
  8% Subordinated
    Convertible Promissory Notes
   F-18




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
          10% Convertible
    Promissory Notes
  10-day
     F-19




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
        Bank
    Loans
  out-of-pocket
    Discount
    on Debt-based Derivative Financial Instruments
   F-20




---



##### Table of Contents



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


2010Unamortized derivative discount:8% Convertible Notes

$
324,000


$
8% Subordinated Convertible Promissory Notes


513,000



2,140,00010% Convertible Promissory Notes






4,234,000Debt discount  warrants


113,000



567,000Other


167,000



1,135,000$
1,117,000


$
8,076,000   Note 6 
    Preferred Stock
         F-21




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
        Note 7 
    Stockholders Equity
       F-22




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
     F-23




---



##### Table of Contents



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


Weighted-AverageWarrants


Exercise PriceBalance at inception





$
Granted in connection with stock sold


148,000



1.00Exercised






Outstanding at December 31, 2000


148,000



1.00Granted


900,000



0.67Exercised






Exercisable at December 31, 2001


1,048,000



0.72Granted


1,270,252



1.09Exercised


(750
)


Exercisable at December 31, 2002


2,317,502



0.92Granted


1,520,332



1.14Exercised


(750
)


Exercisable at December 31, 2003


3,837,084



1.01Granted


126,200



0.93Exercised






Exercisable at December 31, 2004


3,963,284



1.01Granted


595,180



1.21Exercised


(101,750
)


Exercisable at December 31, 2005


4,456,714



1.06Granted


70,000



2.50Exercised


(398,000
)


Exercisable at December 31, 2006


4,128,714



1.09Granted


470,500



1.00Exercised


(3,469,908
)


Exercisable at December 31, 2007


1,129,306



1.96Granted


9,976,707



0.85Exercised






Exercisable at December 31, 2008


11,106,013



0.96Granted


1,941,823



0.90Exercised


(624,494
)


0.09Exercisable at December 31, 2009


12,423,342



0.98Granted


12,230,610



0.88Expired


(62,492
)


2.50Exercised


(125,000
)


0.21Exercisable at December 31, 2010


24,466,460



0.93  F-24




---



##### Table of Contents



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

Quantity

Price2011


580,414


$
2.022013


9,028,463


$
0.952014


9,223,081


$
0.852015


5,180,752


$
1.002016


78,750


$
0.172017


375,000


$
1.00     Note 8 
    Stock Option Plan
       F-25




---



##### Table of Contents



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


Weighted-Average


Options


Weighted-AverageShares


Exercise Price


Exercisable


Exercise PriceGranted


50,000


$
3.00Outstanding at December 31, 2002


50,000Granted


Outstanding at December 31, 2003


50,000Granted


1,000


$
3.25Outstanding at December 31, 2004


51,000Granted


269,000


$
2.50Cancelled


(25,000
)

$
2.50Outstanding at December 31, 2005


295,000Granted


80,000


$
2.50Cancelled


(35,000
)

$
2.50Outstanding at December 31, 2006


340,000Granted


122,500


$
0.78Exercised in cashless exercise March 30, 2007


(340,000
)

$
2.58Outstanding at September 30, 2010


122,500


$
0.78



122,500


$
0.78Reserved for future option grants at September 30, 2010


477,500    F-26




---



##### Table of Contents



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


Weighted-Average


Options


Weighted-AverageShares


Exercise Price


Exercisable


Exercise PriceGranted


417,500


$
0.72



417,500


$
0.72Outstanding at December 31, 2008


417,500Granted


2,150,000


$
0.78



2,150,000


$
0.78Outstanding at December 31, 2009


2,567,500Granted


1,525,000


$
0.69



503,750


$
0.71Canceled


(275,000
)Outstanding at December 31, 2010


3,817,500


$
0.73Reserved for future option grants at December 31, 2010


1,182,500     WeightedaverageNumber of


grant-dateShares


fair valueOutstanding at December 31, 2008





$
Granted


2,150,000



1,508,000Vested


(1,762,500
)


(1,302,375
)Outstanding at December 31, 2009


387,500



205,625Granted


1,525,000



610,750Vested or canceled


(1,078,750
)


(484,295
)833,750


$
332,080           NOTE 9 
    Fair Value of Financial Instruments
   F-27




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    
    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
    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-28




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Level 3
    Assets and Liabilities
      Quotedprices inactivemarkets for





Significantidentical


Significant


unobservablelabilities


other observable


inputs (LevelFair Value


(Level 1)


inputs (Level 2)


3)Liabilities:Derivative financial instruments - December 31, 2009

$
4,414,000


$



$



$
4,414,000Derivative financial instruments - December 31, 2010

$
7,692,000


$



$



$
7,692,000     Beneficial


BeneficialConversion -


Conversion -Preferred


ConvertibleWarrants


Stock


notes


TotalBalance, January 1, 2009

$
1,905,000


$
1,664,000


$



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














Unrealized loss (gain)


133,000



161,000







294,000Purchases, sales and other














Settlements and issuances  net


174,000



193,000







367,000Net transfers in and/or out of Level 3














Balance, March 31, 2009


2,212,000



2,018,000







4,230,000Included in earnings:Realized loss (gain)










(36,000
)


(36,000
)Unrealized loss (gain)


78,000



28,000



18,000



124,000Purchases, sales and other














 F-29




---



##### Table of Contents



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


BeneficialConversion -


Conversion -Preferred


ConvertibleWarrants


Stock


notes


TotalSettlements and issuances  net


33,000



36,000



779,000



848,000Net transfers in and/or out of Level 3














Balance, June 30, 2009


2,323,000



2,082,000



761,000



5,166,000Included in earnings:Realized loss (gain)










(972,000
)


(972,000
)Unrealized loss (gain)


762,000



712,000



(21,000
)


1,453,000Purchases, sales and other














Settlements and issuances  net


6,000



4,000



1,120,000



1,130,000Net transfers in and/or out of Level 3














Balance, September 30, 2009


3,091,000



2,798,000



888,000



6,777,000Included in earnings:Realized loss (gain)










(75,000
)


(75,000
)Unrealized loss (gain)


(1,172,000
)


(1,059,000
)


(714,000
)


(2,945,000
)Purchases, sales and other














Settlements and issuances  net


(48,000
)


(41,000
)


746,000



657,000Net transfers in and/or out of Level 3














Balance, December 31, 2009


1,871,000



1,698,000



845,000



4,414,000Included in earnings:Realized loss (gain)










(112,000
)


(112,000
)Unrealized loss (gain)


211,000



141,000



(125,000
)


227,000Purchases, sales and other














Settlements and issuances  net










604,000



604,000Net transfers in and/or out of Level 3














Balance, March 31, 2010


2,082,000



1,839,000



1,212,000



5,133,000Included in earnings:Realized loss (gain)










(199,000
)


(199,000
)Unrealized loss (gain)


(96,000
)


(75,000
)


(82,000
)


(253,000
)Purchases, sales and other














Settlements and issuances  net










1,930,000



1,930,000Net transfers in and/or out of Level 3














Balance, June 30, 2010


1,986,000



1,764,000



2,861,000



6,611,000Included in earnings:Realized loss (gain)






(8,000
)






(8,000
)Unrealized loss (gain)


(349,000
)


(324,000
)


(461,000
)


(1,134,000
)Purchases, sales and other














Settlements and issuances  net














Net transfers in and/or out of Level 3














Balance, September 30, 2010


1,637,000



1,432,000



2,400,000



5,469,000 F-30




---



##### Table of Contents



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


BeneficialConversion -


Conversion -Preferred


ConvertibleWarrants


Stock


notes


TotalIncluded in earnings:Realized gain (loss)














Unrealized gain (loss)


(737,000
)


(176,000
)


(1,599,000
)


(2,512,000
)Purchases, sales and other














Settlements and issuances  net


2,056,000







2,679,000



4,735,000Net transfers in and/or out of Level 3














Balance, December 31, 2010

$
2,956,000


$
1,256,000


$
3,480,000


$
7,692,000   Note 10 
    Related Party Transactions
  tm
      Note 11 
    Income Taxes
  15-year
   F-31




---



##### Table of Contents



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


2010Deferred tax assets:Tax loss carryforward

$
788,000


$
1,030,000Start-up
    costs


10,671,000



12,687,000General business credit carryforward


357,000



357,000Equity-based compensation expense


991,000



1,012,000Total deferred tax assets


12,807,000



15,086,000Valuation allowance:Beginning of year


(15,485,000
)


(12,807,000
)Decrease (increase)


2,678,000



(2,279,000
)Ending balance


(12,807,000
)


(15,086,000
)Net deferred tax assets

$



$
     Note 13 
    Leases
      Note 14 
    Retirement plan
    Note 15 
    Commitments and Contingencies
  and/or
 F-32




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  cost-of-living
  Note 16 
    Subsequent Events
   F-33




---



##### Table of Contents



Index to
    Exhibits
  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, 2010.*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-K
    for the year ended December 31, 2010.*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 Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*     *
    
    Filed herewith