##### Table of Contents



U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from         to
 Commission File Number 000-51475
 Vicor Technologies, Inc.
  Delaware
    
    20-2903491(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2300 NW Corporate Boulevard Suite 123 Boca Raton, FL 33431
    
    33431(Address of principal executive offices)
    
    (zip code)
 (561) 995-7313
 
  
 o
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
    DOCUMENTS INCORPORATED BY REFERENCE:
 None
 o þ




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##### Table of Contents



EXPLANATORY NOTE
    2




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##### 



TABLE OF CONTENTS
 Page No.PART IIITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    
    4ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    8ITEM 9A  CONTROLS AND PROCEDURES
    
    
    8PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    9SIGNATURES
    
    
    12
  3




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##### Table of Contents



PART II
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
  
    
    Plan of Operations
    
    Critical Accounting Policies
    
    Results of Operations
    
    Liquidity and Capital Resources
    
    Going Concern
    
    Off Balance Sheet Arrangements
 Plan of Operations
     4




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##### Table of Contents



1.
    
    Increasing sales of the PD2i Analyzer 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 Analyzer to enhance and accelerate
marketing efforts.4.
    
    Initiating international sales of the PD2i
Analyzer() and PD2i-VS() (Vital Sign),
including securing CE Mark Clearance, if required.
  Critical Accounting Policies and Estimates
  Research and Development Costs
  Intellectual Property
  Revenue Recognition
  5




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##### Table of Contents



Gain on Derivative Financial Instruments
  Accounting for Stock-Based Compensation
  Equity Based Compensation
  Results of Operations
  Years Ended December 31,Period fromAugust 4,2000(Inception)to December2008
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    31, 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
    
    
    
    28.0
    %Selling, general and administrative expenses
    
    
    2,433,000
    
    
    
    36.2
    %
    
    
    3,664,000
    
    
    
    50.0
    %
    
    
    28,771,000
    
    
    
    53.8
    %Depreciation and amortization
    
    
    41,000
    
    
    
    0.6
    %
    
    
    41,000
    
    
    
    0.6
    %
    
    
    323,000
    
    
    
    0.6
    %Interest expense
    
    
    2,161,000
    
    
    
    32.1
    %
    
    
    2,485,000
    
    
    
    33.9
    %
    
    
    8,128,000
    
    
    
    15.2
    %Loss on extinguishment of debt
    
    
    1,099,000
    
    
    
    16.3
    %
    
    
    167,000
    
    
    
    2.3
    %
    
    
    1,266,000
    
    
    
    2.4
    %Total operating expenses
    
    
    6,727,000
    
    
    
    100.0
    %
    
    
    7,321,000
    
    
    
    100.0
    %
    
    
    53,515,000
    
    
    
    100.0
    %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
    )
    
    
    -94.3
    %Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    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
    )
    
    
    -99.8
    %
 Year Ending December 31, 2009 Compared to December 31, 2008
 Research and Development
  6




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Selling, General and Administrative
  Interest Expense
  Loss on Extinguishment of Debt
  Liquidity and Capital Resources
  Going Concern
    7




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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.
  
 Item 9A(1). Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  Managements Annual Report on Internal Control over Financial Reporting.
    8




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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).3.2
    
    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).+
 9




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##### Table of Contents



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
    
    Consulting Agreement dated September 2003 between Vicor
Technologies, Inc. and Michael Greer (incorporated by reference to
Exhibit 10.1 to 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,
File No. 000-51475).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, File No. 000-51475).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, File No. 000-51475).10.15
    
    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).10.16
    
    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).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).
 10




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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.*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. 11




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##### Table of Contents



SIGNATURES
   Vicor Technologies, Inc.By:
    /s/  David H. FaterName:
    David H. FaterTitle:
    Chief Executive Officer and Chief Financial Officer By:
    /s/  Thomas J. BohannonName:
    Thomas J. BohannonTitle:
    Chief Accounting Officer  Signature
    
    Title
    
    Date/s/ David H. Fater
    
    Chief Executive Officer,
    
    September 17, 2010David H. Fater
    
    Chief Financial Officer and Director/s/ James E. Skinner, Ph.D.
    
    Vice President and Director of Research and
    
    September 17, 2010James E. Skinner, Ph.D.
    
    Development and Director/s/ Jerry M. Anchin
    
    Vice President and Associate Director of Scientific
    
    September 17, 2010Jerry M. Anchin, Ph.D.
    
    Research; Director/s/ Joseph A. Franchetti
    
    Director
    
    September 17, 2010Joseph A. Franchetti/s/ Frederick M. Hudson
    
    Director
    
    September 17, 2010Frederick M. Hudson/s/ Edward Wiesmeier
    
    Director
    
    September 17, 2010Edward Wiesmeier, M.D.
 12




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Vicor Technologies, Inc.  (A Development Stage Company)
 Consolidated Financial Statements
 For The Years Ended  December 31, 2008 and 2009
 F - 1




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##### Table of Contents



Table of Contents
 Report of Independent Registered Public Accounting Firm
    
    F - 3Financial Statements:Consolidated Balance Sheets
    
    F - 4Consolidated Statements of Operations
    
    F - 5Consolidated Statements of Changes in Stockholders Equity (Net Capital Deficiency)
    
    F - 6  F - 8Consolidated Statements of Cash Flows
    
    F - 9  F - 10Notes to Consolidated Financial Statements
    
    F - 11  F - 27
 F - 2




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Report of Independent Registered Public Accounting Firm
 
     
 F - 3




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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 assets:Deposits
    
    
    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;
preference in liquidation of $691,000 and $751,000 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; preference in liquidation of $4,733,000
and $5,413,000 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 - 4




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##### Table of Contents



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
 Years Ended December 31,Period fromAugust 4, 2000(Inception) toDecember 31,2008
    
    
    2009
    
    
    2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    844,000Operating expenses:Research and development
    
    
    993,000
    
    
    
    964,000
    
    
    
    15,027,000Selling, general and administrative expenses
    
    
    2,433,000
    
    
    
    3,664,000
    
    
    
    28,771,000Depreciation and amortization
    
    
    41,000
    
    
    
    41,000
    
    
    
    323,000Interest expense
    
    
    2,161,000
    
    
    
    2,485,000
    
    
    
    8,128,000Loss from extinguishment of debt
    
    
    1,099,000
    
    
    
    167,000
    
    
    
    1,266,000Total 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 shares of common shares outstanding
    
    
    29,485,339
    
    
    
    37,513,205
  F - 5




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##### 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, 2009
 Preferred StockCommon Stock
    
    
    Class A
    
    
    Class BSubscriptionAdditional
    
    
    Notes
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    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
    )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
    )
  F - 6




---



##### 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, 2009
 Preferred StockCommon Stock
    
    
    Class A
    
    
    Class B
    
    
    
    
    
    SubscriptionAdditional
    
    
    Notes
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Receivable
    
    
    Deficit
    
    
    TotalBalance 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
    )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
    )
  F - 7




---



##### 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, 2009
 Common Stock
    
    
    Class A
    
    
    Class BStockSubscrip-Additional
    
    
    tions in
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Process
    
    
    Deficit
    
    
    TotalBalance 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 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 - 8




---



##### Table of Contents



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
    
    
    
    
    
    
    2,149,000
    
    
    
    2,149,000Gain on derivative financial instruments
    
    
    
    
    
    
    (2,157,000
    )
    
    
    (2,157,000
    )Gain from sale of assets
    
    
    51,000
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    204,000
    
    
    
    1,109,000
    
    
    
    1,313,000Beneficial 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 - 9




---



##### Table of Contents



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
    
    
    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 - 10




---



##### Table of Contents



Vicor Technologies, Inc.  (A Development Stage Company)
 
 Notes to Consolidated Financial Statements
 Note 1 Organization and Nature of Business
 Organization
      Nature of the business
 ® ® ® ® () () VS () ®
 () () () ()
 F - 11




---



##### Table of Contents



VS () VS ()
 ()
 Risks
   Note 2  Liquidity
    F - 12




---



##### Table of Contents



Note 3  Summary of Significant Accounting Policies and Basis of
Presentation
 Basis of Presentation
  Cumulative Effect of a Change in Accounting Principle
   Derivativefinancialinstrumentspayable inshares of
    
    
    Additional
    
    
    Accumu-common stock
    
    
    paid-in capital
    
    
    lated 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
    )
  Concentration of Credit Risk
   F - 13




---



##### Table of Contents



Property and Equipment
  Research and Development Costs
  Revenue Recognition
       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
  F - 14




---



##### Table of Contents



Use of Estimates
  Accounting for Stock-Based Compensation
   Financial Instruments
        Long-Lived Assets
  F - 15




---



##### Table of Contents



Date of Management Review
  Recent Accounting Developments
      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
 F - 16




---



##### Table of Contents



2004 Notes
    12% Convertible Promissory Notes
     15% Promissory Notes
    Bank Loans
  F - 17




---



##### Table of Contents



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
   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
   F - 18




---



##### Table of Contents



8% Subordinated Notes sold
    
    $
    903,000Unamortized discount
    
    
    (625,000
    )Balance at December 31, 2009
    
    $
    278,000
 Note 6 
Preferred Stock
       F - 19




---



##### Table of Contents



Note 7 
Stockholders Equity
      F - 20




---



##### Table of Contents



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
   AverageYear of
    
    
    
    
    
    exerciseexpiration
    
    Quantity
    
    price2010
    
    
    62,492
    
    
    $
    2.502011
    
    
    580,858
    
    
    $
    2.442013
    
    
    9,128,019
    
    
    $
    0.952014
    
    
    2,266,973
    
    
    $
    0.952016
    
    
    10,000
    
    
    $
    1.252017
    
    
    375,000
    
    
    $
    1.00
  Note 8  Stock Option Plan
  F - 21




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##### Table of Contents



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
   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
     F - 22




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##### Table of Contents



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
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
  Beneficial
    
    BeneficialConversion 
    
    Conversion Warrants
    
    Preferred Stock
    
    Convertible NotesQuarter ended March 31, 2008:Risk-free interest rate
    
    3.30%
    
    3.30%
    
    n/aExpected volatility
    
    63%
    
    63%
    
    n/aExpected life (in years)
    
    5
    
    5
    
    n/aExpected dividend yield
    
    0%
    
    0%
    
    n/a
 F - 23




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##### Table of Contents



Beneficial
    
    BeneficialConversion 
    
    Conversion Warrants
    
    Preferred Stock
    
    Convertible NotesQuarter ended June 30, 2008:Risk-free interest rate
    
    4.25%
    
    4.25%
    
    n/aExpected volatility
    
    63%
    
    63%
    
    n/aExpected life (in years)
    
    4.75 - 5.00
    
    4.75 - 5.00
    
    n/aExpected dividend yield
    
    0%
    
    0%
    
    n/aQuarter
ended September 30, 2008:Risk-free interest rate
    
    3.98%
    
    3.98%
    
    n/aExpected volatility
    
    63%
    
    63%
    
    n/aExpected life (in years)
    
    4.5 - 5.00
    
    4.5 - 5.00
    
    n/aExpected dividend yield
    
    0%
    
    0%
    
    n/aQuarter ended December 31, 2008:Risk-free interest rate
    
    2.10%
    
    2.10%
    
    n/aExpected volatility
    
    63%
    
    63%
    
    n/aExpected life (in years)
    
    4.25 - 5.00
    
    4.25 - 5.00
    
    n/aExpected dividend yield
    
    0%
    
    0%
    
    n/aQuarter ended March 31, 2009:Risk-free interest rate
    
    1.87%
    
    1.87%
    
    n/aExpected volatility
    
    63%
    
    63%
    
    n/aExpected life (in years)
    
    5
    
    5
    
    n/aExpected dividend yield
    
    0%
    
    0%
    
    n/aQuarter ended June 30, 2009:Risk-free interest rate
    
    2.37% - 2.96%
    
    2.37% - 2.96%
    
    2.58% - 3.02%Expected volatility
    
    63%
    
    63%
    
    63%Expected life (in years)
    
    3.75 - 4.75
    
    3.75 - 4.75
    
    2Expected dividend yield
    
    0%
    
    0%
    
    0%Quarter ended September 30, 2009:Risk-free interest rate
    
    2.64% - 3.00%
    
    2.64% - 3.00%
    
    1.30% - 1.40%Expected volatility
    
    63%
    
    63%
    
    63%Expected life (in years)
    
    3.5 - 4.75
    
    3.5 - 4.75
    
    1.75 - 2.00Expected dividend yield
    
    0%
    
    0%
    
    0%Quarter ended December 31, 2009:Risk-free interest rate
    
    3.02%
    
    3.02%
    
    1.46% - 2.04%Expected volatility
    
    63%
    
    63%
    
    63%Expected life (in years)
    
    3.25 - 4.50
    
    3.25 - 4.50
    
    1.50 - 3.00Expected dividend yield
    
    0%
    
    0%
    
    0%
  Level 3 Assets and Liabilities
  F - 24




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##### Table of Contents



Quoted pricesin activemarkets for
    
    
    Significantidentical
    
    
    other observ-
    
    
    Significantlabilities (Level
    
    
    able inputs
    
    
    unobservableFair Value
    
    
    1)
    
    
    (Level 2)
    
    
    inputs (Level 3)Liabilities:Derivative
financial
instruments -
January 1, 2009
    
    $
    3,569,000
    
    
    $
    
    
    
    $
    
    
    
    $
    3,569,000Derivative
financial
instruments -
December 31, 2009
    
    $
    4,414,000
    
    
    $
    
    
    
    $
    
    
    
    $
    4,414,000
  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
    
    
    174,000
    
    
    
    193,000
    
    
    
    
    
    
    
    367,000Settlements and issuances  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2009
    
    
    2,212,000
    
    
    
    2,018,000
    
    
    
    
    
    
    
    4,230,000Included in earnings:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Realized
    
    
    
    
    
    
    
    
    
    
    (36,000
    )
    
    
    (36,000
    )Unrealized
    
    
    78,000
    
    
    
    28,000
    
    
    
    18,000
    
    
    
    124,000Purchases, sales and other
    
    
    33,000
    
    
    
    36,000
    
    
    
    779,000
    
    
    
    848,000Settlements and issuances  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net 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
    
    
    
    
    
    
    
    
    
    
    (972,000
    )
    
    
    (972,000
    )Unrealized
    
    
    762,000
    
    
    
    712,000
    
    
    
    (21,000
    )
    
    
    1,453,000Purchases, sales and other
    
    
    6,000
    
    
    
    4,000
    
    
    
    1,120,000
    
    
    
    1,130,000Settlements and issuances  net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net 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
    
    
    
    
    
    
    
    
    
    
    (37,000
    )
    
    
    (37,000
    )Unrealized
    
    
    (1,172,000
    )
    
    
    (1,059,000
    )
    
    
    (715,000
    )
    
    
    (2,946,000
    )Purchases, sales and other
    
    
    (42,000
    )
    
    
    (41,000
    )
    
    
    709,000
    
    
    
    626,000Settlements and issuances  net
    
    
    (6,000
    )
    
    
    
    
    
    
    
    
    
    
    (6,000
    )Net transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, December 31, 2009
    
    $
    1,871,000
    
    
    $
    1,698,000
    
    
    $
    845,000
    
    
    $
    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. F - 25




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##### Table of Contents



Note 10 
Related Party Transactions
 ()
   Note 11  Income Taxes
   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
    
    
    
    853,000Derivative 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
  F - 26




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##### Table of Contents



Note 13  Leases
   Note 14 
Retirement plan
  Note 15  Commitments and Contingencies
   Note 16 
Subsequent Events
    F - 27




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##### 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/A for the year ended December
31, 2009.*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/A 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.*
 
 *
    
    Filed herewith 13