##### 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, 2008o

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

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

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

33431(Address of principal executive
    offices)

(zip code)    (561) 995-7313
         (Title of Class)
  o
  x o
   Regulation S-B Form 10-KSB. o
     Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company x(Do not check if a smaller reporting
    company)   Rule 12b-2 o x
     Over-the-Counter
    DOCUMENTS
    INCORPORATED BY REFERENCE:
  None
  o x




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##### Table of Contents





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




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##### Table of Contents



(561) 995-7313.
  Our
    Business
  General
    Overview
  PD2i- VS OR/ICU
        Technology
    Background
     2




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Background
    of SCD
        Existing
    Diagnostic Tools for SCD
       3




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Products
    and Markets
  PD2i-Cardiac
    Analyzer
    PD2i-VS
  PD2i- VS PD2i- VS
  VS
  PD2i- VS PD2i- VS
  PD2i-Analyzer 
    Diabetic Autonomic Neuropathy
  D A N C E
     4




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expiration-to-inspiration
        PD2i-OR/ICU 
    Operating Room/Intensive Care Unit Monitoring
  PD2i- OR/ICU
  REGULATORY
    APPROVAL PROCESS
  United States.
 5




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Investigational Device Exemption (IDE).
  510(k) Application.
    Our
    Products and Status of Clinical Trial
  Status of


FDAProduct


Use


Clinical Trial


SubmissionPD2i Analyzer


Measure Heart Rate Variability


N/A


510(k) Marketing Clearance received December 29, 2008PD2i-Cardiac Analyzer


Sudden Cardiac Death


University of Rochester  analyzing MUSIC
    Data  Ongoing


Expected in the second quarter of 2009 (Marketing clearance
    anticipated  in the third quarter of 2009)PD2i  VS


Trauma


U.S. Army  Data Analysis completed


Expected in the second quarter of 2009PD2i  OR/ICU


Operating Room / ICU Unit Monitoring


University of Mississippi Medical Center  expected to
    be completed in the second half of 2009


Expected in the second half of 2009PD2i Analyzer  DAN


Diabetic Autonomic Neuropathy


University of Mississippi Medical Center  ongoing


Expected in the second quarter of 2009   PD2i 
    Cardiac Analyzer  Sudden Cardiac Death
   6




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##### Table of Contents



P2Di 
    VS  Trauma
    OR/ICU
  PD2i- OR/ICU
      European
    Regulatory Requirements
  PD2i- VS PD2i- OR/ICU
    SALES AND
    MARKETING
    Sudden
    Cardiac Death
   7




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10-12 million.
    Diabetic
    Autonomic Neuropathy
    Reimbursement
  PD2i
    Cardiac Analyzer  Sudden Cardiac Death
      PD2i
    Analyzer  DAN
   8




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Competition
  Sudden
    Cardiac Death
          PD2i Analyzer  DAN
      Manufacturing
    Drug
    Discovery Platform (Therapeutic Products)
   9




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2000-2003,
    Background
    of Cerebral and Cardiac Ischemia
  Stroke.
     10




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##### Table of Contents



Heart Attack and Arrhythmic Death. per se
  Regulatory
    Approval Process
    Patent
    and Proprietary Rights
      1.
    PD2i Electrophysiological Analyzer. United States Number
    5,709,214. Patent issued January 20, 1998.  2.
    PD2i Electrophysiological Analyzer. United States Number
    5,720,294. Patent issued February 24, 1998.3.
    Improved Method and System for Detecting
    and/or
    Predicting Biological Anomalies. United States Number 7,076,288.
    Patent issued July 11, 2006.4.
    Use of PD2i Algorithm to Predict
    and/or
    Diagnose Cerebral Disorders. United States Number 7,276,026.
    Patent issued October 2, 2007.5.
    Knowledge Determination System. Patent applied for
    January 14, 2005. Number 11/332,066.6.
    PD2i Cardiac Analyzer V2.0. Patent applied for August 31,
    2006. Number 60/824,170. 11




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Trademarks
    Research
    and Development
    Employees
    Risk
    Factors
  Risks
    Related To Our Operations
  We have
    incurred significant operating losses since our inception that
    raise doubts about our ability to continue as a going concern,
    and if we do not achieve profitability we may be forced to cease
    operations.
    We are a
    development stage company and we may be unable to successfully
    commercialize any products.
   12




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We have
    never generated, and we may never generate, positive operating
    cash flow.
    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.
    We will
    be dealing with new and unproven technologies.
   13




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The
    results of future clinical studies may not support the
    usefulness of our technology.
    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 qualified managers and key personnel in the
    future.
    We are
    subject to evolving and expensive corporate governance
    regulations and requirements. Our failure to adequately adhere
    to these requirements or the failure or circumvention of our
    controls and procedures could seriously harm our
    business.
    Risks
    Related To Clinical Trials and Other 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.
 14




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Our Drug Platform.
      If we
    seek to market our products in foreign jurisdictions, we will
    need to obtain regulatory approval in these
    jurisdictions.
    If
    third-party contract research organizations do not perform in an
    acceptable and timely manner, our pre-clinical testing or
    clinical trials could be delayed or unsuccessful.
   15




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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.
   16




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We have
    never sold, and we may never be able to sell, any of our
    products.
    We will
    depend on third party manufacturers to produce our products and
    the unavailability of qualified manufacturers could restrict our
    ability to manufacture and sell products.
    We will
    depend on third parties to market and sell our PD2i
    products
  and/or
  We may be
    unable to keep pace with the rapid technological changes in the
    biotechnology industry, and as a result, our technologies may
    become obsolete.
    We may be
    sued for product liability.
    Risks
    Related to an Investment in Our Common Stock
  The
    trading of our common stock on the OTCBB and the designation of
    our common stock as a penny stock could impact the
    trading market for our common stock.
  Over-the-Counter
 17




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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.
    We do not
    pay cash dividends to our stockholders and have no plans to pay
    future cash dividends.
    The sale
    of securities by us in any equity or debt financing could result
    in dilution to our existing stockholders.
   18




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Our
    officers, directors and principal stockholders controlling
    approximately 25% 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.
    Item 2.
    Description
    of Property.    Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   19




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##### Table of Contents



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


LowThird Quarter 2007

$
5.00


$
1.00Fourth Quarter 2007

$
1.55


$
0.99First Quarter 2008

$
1.49


$
.052Second Quarter 2008

$
1.00


$
.051Third Quarter 2008

$
0.71


$
.025Fourth Quarter 2008

$
0.70


$
0.25     Dividends
    Recent
    Sales of Unregistered Securities
    month-by-month
         20




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Item 6.
    Managements
    Discussion and Analysis or Plan of Operations.  Form 10-K.
  
    Plan of Operation
    Critical Accounting Policies
    Results of Operations
    Liquidity and Capital Resources
    Going Concern
    Off Balance Sheet Arrangements  Risk Factors
  Plan of
    Operations
  2003-2005
   21




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##### Table of Contents



1.
    Developing a private-label PD2i Analyzer ECG with an original
    equipment manufacturer. During the first half of 2009, we plan
    on introducing and selling the PD2i Analyzer ECG to the several
    hundred physicians who are affiliated with Vicor through the
    National Cardiac Panel or as shareholders.  2.
    Completing a clinical trial at the University of Mississippi
    Medical Center to establish the Analyzers ability to
    diagnose Diabetic Autonomic Neuropathy (DAN). The
    trial, Diabetic Autonomic
    Neuropathy Complexity
    Evaluation (DANCE) has a primary
    objective of evaluating the sensitivity and specificity of the
    PD2i Analyzer in assessing the presence and severity of Diabetic
    Autonomic Neuropathy. The trial is expected to be completed by
    the end of the second quarter of 2009.3.
    Completing research under the Research and Development Agreement
    with the US Army to explore ways to assess the severity of
    injury and probability of survival of critically injured combat
    casualties and critically ill civilian patients. US Army medical
    personnel in conjunction with Vicor personnel will test
    Vicors PD2i Algorithm in several diverse cohorts of animal
    data as well as in human trauma, ICU patients and combat
    casualties. It is our mutual expectation that deterioration in
    status due to trauma
    and/or
    hemorrhage will lead to dimensional reductions reflected by the
    PD2i. The clinical data generated in conjunction with the US
    Army will be used in an amendment to our 510(k) in the second
    quarter of 2009 with the FDA for marketing clearance of the
    PD2i-VSin military and civilian trauma and emergency response
    applications.4.
    Completing the PD2i analysis of data with the University of
    Rochester and the Catalan Institute of Cardiovascular Sciences
    in Barcelona collected for the Merte Subita en Insufficiencia
    Cardiaca application (MUSIC) Trial. The collaboration is
    entitled Prognostic Significance of Point Correlation
    Dimension Algorithm (PD2i) in Chronic Heart Failure The
    data will be used by the PD2i Cardiac Analyzer to
    retrospectively identify those patients who suffered a SCD
    during the Trial. In the 651 congestive heart failure patients
    who participated in the MUSIC Trial, 52 actually died from SCD.
    This analysis should be completed in the second quarter of 2009
    and should yield a dataset sufficient to support an immediate
    amendment to our existing 510(k) application in the second/third
    quarter of 2009 to include a claim for SCD.5.
    Securing CE Mark clearance in Europe for the PD2i Analyzer,
    PD2i-VSand PD2i Cardiac Analyzer which should permit the generation
    of revenues later in 2009.6.
    Maintaining the Companys selling, general and
    administrative expenses at approximately $200,000 
    $250,000 per month.  and/or
 22




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Critical
    Accounting Policies and Estimates
    Research
    and Development Costs
    Intellectual
    Property
    Revenue
    Recognition
  2003-2006
  Accounting
    for Stock-Based Compensation
    Equity
    Based Compensation
   23




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Results
    of Operations
    Years Ended


Inception to Years EndedDecember 31,


December 31,2007


2008


2008Revenues

$
12,000



0.2
%

$
0



0.0
%

$
844,000



1.8
%Operating expenses:Research and development


758,000



12.5
%


993,000



14.8
%


14,063,000



30.4
%Selling, general and administrative expenses


3,065,000



50.4
%


2,433,000



36.2
%


25,107,000



54.4
%Depreciation and Amortization


43,000



0.7
%


41,000



0.6
%


282,000



0.6
%Interest Expense


2,214,000



36.4
%


3,260,000



48.4
%


6,742,000



14.6
%Total operating expenses


6,080,000



100.0
%


6,727,000



100.0
%


46,194,000



100.0
%Loss before dividend


(6,068,000
)


−99.8
%


(6,727,000
)


−100.0
%


(45,350,000
)


−98.2
%Dividend related to Series A and B preferred stock


(51,000
)


−0.8
%


(246,000
)


−3.6
%


(297,000
)


−0.6
%Value of warrants issued in connection with sales of
    Series B preferred stock


(0
)


0.0
%


(1,536,000
)


−22.8
%


(1,536,000
)


−3.3
%Net loss applicable to common stock

$
(6,119,000
)


−100.6
%

$
(8,509,000
)


−126.4
%

$
(47,320,000
)


−102.4
%   Year
    Ending December 31, 2008 Compared to December 31,
    2007
  Research
    and Development
    Selling,
    General and Administrative
    Interest
    Expense
   24




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Liquidity
    and Capital Resources
    Going
    Concern
          and/or
  Off-Balance
    Sheet Arrangements
    
    a retained or contingent interest in assets transferred to the
    unconsolidated entity or similar arrangement that serves as
    credit;
    liquidity or market risk support to such entity for such assets;
    an obligation, including a contingent obligation, under a
    contract that would be accounted for as a derivative
    instrument; or
    an obligation, including a contingent obligation, arising out of
    a variable interest in an unconsolidated entity that is held by,
    and material to, the Company where such entity provides
    financing, liquidity, market risk or credit risk support to or
    engages in leasing, hedging, or research and development
    services with the Company. 25




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Item 7.
    Financial
    Statements.    Item 8.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 8A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(e) Rule 15d-15(e)
  Changes
    in Internal Controls
    Item 8A(T).
    Managements
    Annual Report on Internal Control over Financial
    Reporting.        Item 8B.
    Other
    Information.   26




---



##### Table of Contents



PART III
  Item 9.
    Directors
    and Executive Officers of the Registrant.  Executive
    Officers and Directors
    Name

Age

PositionDavid H. Fater


62


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


64


Chief Accounting OfficerJames E. Skinner, Ph.D.


67


Vice President and Director of Grant Research; Class I DirectorJerry M. Anchin, Ph.D.


48


Vice President and Director of Research and Development;
    Class II DirectorDaniel N. Weiss, M.D., F.A.C.C.


46


Chief Medical OfficerEdward Wiesmeier, M.D.


70


Class III DirectorFrederick M. Hudson


63


Class II DirectorJoseph A. Franchetti


69


Class III Director   David H. Fater 24-year
  Thomas J. Bohannon 1978-1991.
  James E. Skinner, Ph.D.
 27




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Jerry M. Anchin, Ph.D.
  Daniel N. Weiss, M.D., F.A.C.C. MultiCenter Automatic Defibrillator Implantation Trial Sudden Cardiac Death Heart Failure Trial cum laude
  Edward Wiesmeier, M.D.
  Frederick M. Hudson 37-year
  Joseph C. Franchetti start-up
 28




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##### Table of Contents



Independent
    Directors
    Director
    Compensation
    Director
    Compensation Table
    Fees Earned orName

Paid in Cash


Stock
    Options(1)


Stock
    Award(2)


TotalEdward Wiesmeier





$
53,000


$
18,000


$
71,000Frederick Hudson





$
53,000


$
21,000


$
74,000Joseph Franchetti





$
53,000


$
15,000


$
68,000     (1)
    
    Represents a grant of 100,000 options that was made to each of
    our directors on July 25, 2008 under our 2008 Plan. Amounts
    shown in this column do not reflect compensation actually
    received by the Director nor do they reflect the actual value
    that will be recognized by the Director. Instead the amounts
    reflect the compensation cost recognized by us in fiscal 2008
    for financial statement reporting purposes in accordance with
    SFAS 123R. For information regarding the assumptions made
    in calculating the amount reflected in this column, see
    Footnotes 3 and 7 in our audited financial statements for the
    year ended December 31, 2008.(2)
    
    Represents the annual retainer for our directors, fees for
    serving as a chairperson of the Audit or Compensation Committee
    and meeting fees which were paid in shares of the Companys
    common stock. Amounts shown in this column do not reflect
    compensation actually received by the Director nor do they
    reflect the actual value that will be recognized by the
    Director. Instead the amounts reflect the compensation cost
    recognized by us in fiscal 2008 for financial statement
    reporting purposes in accordance with the Black-Scholes method.
    For information regarding the 29




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assumptions made in calculating the amount reflected in this
    column, see Footnotes 3 and 7 in our audited financial
    statements for the year ended December 31, 2008.  Board
    Committees
    Audit
    Committee
  Regulation S-K.
    Compensation
    Committee
    Nominating
    Committee
    SCIENTIFIC
    ADVISORY BOARD
    
    Edward Wiesmeier, M.D.,Recently retired Clinical
    Professor, Obstetrics & Gynecology, UCLA School of
    Medicine and Assistant Vice Chancellor, serves as Chairperson of
    the Board.
    Mark E. Josephson, M.D.,Chief of Cardiology at Beth
    Israel Deaconess Medical Center, a major patient care, research
    and teaching affiliate of Harvard Medical School, the author of
    Clinical Cardiac Electrophysiology, the fundamental
    textbook in the field.
    Hein J. J. Wellens, M.D.,Professor and Chairman of
    the Department of Cardiology at Academisch Ziekenhuis Maastricht
    in Amsterdam, the Netherlands. He is a director of the
    Interuniversity Cardiology Institute of the Netherlands and is a
    member of the Netherlands Academy of Arts and Sciences. He also
    has an appointment of visiting lecturer at Harvard Medical
    School.
    Richard M. Luceri, M.D., F.A.C.C.,recently retired
    director, Interventional Arrhythmia Center Holy Cross Hospital,
    Fort Lauderdale, FL as well as a clinical investigator in
    the MADIT II (MultiCenter Automatic Defibrillator
    Implantation Trial) and author SCDHeFT (Sudden Cardiac
    Death Heart Failure Trial). 30




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
    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, President and CEO of Alveolus, Inc.,the former chief executive officer of Cambridge Heart, Inc.
    (our only FDA-approved competitor).
    Edward F. Lundy, M.D., Ph.D.,Chief of
    Cardiothoracic Surgery at the Active International
    Cardiovascular Institute at Good Samaritan Hospital in Suffern,
    New York. In addition to his M.D. from the University of
    Michigan, Dr. Lundy also received a Ph.D. from that
    institution in Physiology with a primary focus on altered-state
    physiologies such as hibernation.
    Jules T. Mitchel, M.B.A., Ph.D.,Founder of Target
    Health, Inc., a full-service contract research organization
    supporting all aspects of pharmaceutical drug and device
    development.
    Ariel D. Soffer, M.D., F.A.C.C,Chief of Medicine at
    Hollywood Medical Center, Hollywood, FL. President and CEO of
    Florida Institute for Cardiovascular Care (Healthworx).
    Hank Lubin, M.D.,practicing physician with
    Hightstown Medical Associates, PA, (formerly affiliated with the
    University of Pennsylvania Health System) and currently a
    Clinical Associate Professor at The University of Pennsylvania
    School of Medicine.
    Frank S. Caruso, Ph.D.,Founder of two successful
    start-up
    pharmaceutical companies (Algos Pharmaceutical Corporation and
    Roberts Pharmaceutical Corporation), with more than
    30 years experience directing worldwide
    clinical/pharmacological research and biological evaluation
    programs involving licensing and drug development research
    planning.
    David Fertel, D.O.,Clinical Professor of Surgery at
    Michigan State University and a practicing board certified
    thoracic and cardiovascular surgeon in Michigan.  Code of
    Ethics
  and/or
 31




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Item 10.
    Executive
    Compensation.  Summary
    Compensation Table
    Stock


Option/Warrant


All OtherName and Principal Position

Year


Salary


Bonus


Awards(1)


Awards(1)


Compensation


TotalDavid H. Fater


2008


$
165,000
(3)

















$
165,000Chief Executive and Chief Financial
    Officer(2)


2007


$
165,000
(3)













$
506,000
(4)

$
671,000James E. Skinner


2008


$
174,000
(3)

















$
174,000Vice President, Director of Grant
    Research(2)


2007


$
174,000
(3)









$
196,350


$
1,210,000
(4)

$
1,580,350Jerry M. Anchin


2008


$
156,000
(3)

















$
156,000Vice President, Director of Research and
    Development(2)


2007


$
156,000
(3)









$
77,000


$
1,210,000
(4)

$
1,443,000Daniel N. Weiss


2008


$
180,000


















$
180,000Chief Medical
    Officer(2)


2007


$
30,000






$
33,750


$
48,000


$
55,000
(4)

$
166,750     (1)
    
    The amounts in this column do not reflect compensation actually
    received by the Named Executive Officer nor do they reflect the
    actual value that will be recognized by the Named Executive
    Officer. Instead the amounts reflect the compensation cost
    recognized by us in fiscal 2008 and 2007 for financial statement
    reporting purposes in accordance with SFAS 123R. For
    information regarding the assumptions made in calculating the
    amounts reflected in this column, see Footnote 7 
    Stock Option Plan to our audited financial statements for the
    year ended December 31, 2008.(2)
    
    All of our Named Executive Officers except Dr. Weiss
    commenced employment with the Company on March 30, 2007,
    the date of the Merger closing. The compensation received by all
    Named Executive Officers, except Dr. Weiss, in the first
    three months of fiscal 2007 represents compensation that was
    paid by Old Vicor.(3)
    
    Mr. Fater, Dr. Skinner and Dr. Anchin have
    elected to accrue 50% of their 2007 and 2008 compensation.
    Dr. Weiss has elected to accrue 50% of his 2008
    compensation. These accruals totaled approximately $165,000 for
    Mr. Fater, $174,000 for Dr. Skinner, $66,000 for Dr
    Weiss and $156,000 for Dr. Anchin in fiscal 2007 and 2008.
    In January 2009 the total accrued payroll was satisfied by the
    issuance of 1,558,332 shares of our common stock.(4)
    
    Represents the value of shares of the Companys stock that
    were issued to the Named Executive Officers pursuant to the
    cashless exercise of options and warrants prior to the Merger
    closing. The shares of the Companys common stock are
    valued at $1.10 per share, the closing price of our common stock
    on December 31, 2007.  Employment
    Agreements
    David H. Fater.
 32




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##### Table of Contents



12-month
  James E. Skinner.
  Jerry M. Anchin.
  Daniel N. Weiss.
  Compensation
    Accruals
   33




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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(1)


Unexercisable


Price ($)


Expiration DateDavid H. Fater














12,500
(3)





$
1.00



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


255,000






$
1.00



08/08/201712,500
(3)





$
1.00



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


100,000






$
1.00



08/08/201712,500
(3)





$
1.00



02/19/2013Daniel N.
    Weiss(2)


50,000






$
1.00



08/08/2017     (1)
    
    We granted these warrants to Dr. Skinner and
    Dr. Anchin on August 8, 2007. These warrants are fully
    vested and immediately exercisable as of the grant date.(2)
    
    We granted these options to Dr. Weiss under our 2002 Stock
    Option Plan on August 8, 2007. The options were fully
    vested and immediately exercisable as of the grant date.(3)
    
    We granted these warrants to Mr. Fater, Dr. Skinner
    and Dr. Anchin for converting their $10,000 12% convertible
    promissory notes into 12,500 shares of Series B
    Preferred stock and 12,500 warrants.  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


$
0.85



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


417,500


$
0.72



4,582,500Equity compensation plans not approved by security holders


10,762,263


$
0.99



Total


11,302,263







5,060,000   Compliance
    with Section 16(a) of the Exchange Act
   34




---



##### Table of Contents



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 ReasonCompensation:Base Salary

$



$



$
495,000


$
495,000


$
495,000Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$
73,930


$
73,930


$
73,930280G Tax Gross Up









$
306,346


$
306,346


$
306,346   James E. Skinner. 12-month
    TerminationTermination for


not for Cause


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


by the


for Good Reason


Control forPayments Upon Termination

Termination


Company


Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
174,000


$
174,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
   Jerry M. Anchin.
 35




---



##### Table of Contents



12-month
    Termination for


Termination


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


not for Cause


for Good Reason


Control forPayments Upon Termination

Termination


Company


by the Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
156,000


$
156,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
   Daniel N. Weiss. 12-month
    Termination for


Termination


Termination


Change inExecutive Benefits and

Voluntary


Cause by the


not for Cause


for Good Reason


Control forPayments Upon Termination

Termination


Company


by the Company


by the Executive


Good ReasonCompensation:Base Salary

$



$



$
180,000


$
180,000


$
Bonus

$



$



$



$



$
Stock Options(Unvested & Accelerated)

$



$



$



$



$
Benefits and Insurance

$



$



$



$



$
   Item 11.
    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.   36




---



##### Table of Contents



c/o Vicor
  Number of Shares


Percent ofName of Beneficial Owner

Beneficially
    Owned(1)


SharesDavid H.
    Fater(2)


1,556,334



4.01
%James E.
    Skinner(3)


4,108,781



10.51
%Jerry M.
    Anchin(4)


2,201,053



5.65
%Daniel N.
    Weiss, M.D.(5)


674,403



1.74
%Edward M.
    Wiesmeier, M.D.(6)


1,318,411



3.93
%Frederick M.
    Hudson(8)


91,187



*Joseph A.
    Franchetti(7)


87,681



*All 7 directors and executive officers as a group


10,037,850
(9)


25.14
%     *
    
    Less than 1%.(1)
    
    For purposes of calculating beneficial ownership percentages,
    38,636,516 shares of the Companys common stock were
    deemed outstanding as of March 1, 2009 and includes
    (a) 35,073,034 shares of the Companys common
    stock issued and outstanding, (b) 157,592 shares of
    the Companys common stock issuable upon conversion of
    157,592 shares of Series A preferred stock, and
    (c) 3,405,890 shares of the Companys common
    stock issuable upon conversion of 3,405,890 shares of
    Series B preferred stock. As of March 1, 2009, each
    share of Series A preferred stock and Series B
    preferred stock is convertible into one share of the
    Companys common stock.(2)
    
    Includes (a) immediately exercisable warrants to purchase
    12,500 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of March 1, 2009 to purchase
    187,500 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 March 1, 2009 to purchase
    187,500 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 1, 2009 to purchase
    187,500 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 1, 2009 to purchase
    175,000 shares of the Companys common stock.(6)
    
    Includes immediately exercisable (a) warrants to purchase 12,500
    shares of the Companys common stock, (b) options or
    options exercisable within 60 days of March 1, 2009 to
    purchase 229,167 shares of the Companys common stock
    and (c) 12,500 shares of the Companys Series B
    preferred stock as though converted into 12,500 shares of
    the Companys common stock.(7)
    
    Includes (a) immediately exercisable warrants to purchase
    10,000 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of March 1, 2009 to purchase
    41,667 shares of the Companys common stock. 37




---



##### Table of Contents



(8)
    
    Includes immediately exercisable options or options exercisable
    within 60 days of March 1, 2009 to purchase
    41,667 shares of the Companys common stock.(9)
    
    Includes (a) immediately exercisable warrants to purchase
    402,500 shares of the Companys common stock,
    (b) immediately exercisable options or options exercisable
    within 60 days of March 1, 2009 to purchase
    862,501 shares of the Companys common stock, and
    (c) 50,000 shares of Series B preferred stock as
    though converted into 50,000 shares of the Companys
    common stock  Item 12.
    Certain
    Relationships and Related Transactions.    
    in which the amount involved exceeds the lesser of $120,000 or
    one percent of the average of our total assets at year-end for
    the last three completed fiscal years; and
    in which any director, executive officer, or stockholder owning
    more than 5% of our common stock, or any member of their
    immediate family had or will have a direct or indirect material
    interest.  Transactions
    with Management
    out-of-pocket
  out-of-pocket
     38




---



##### Table of Contents



39




---



##### Table of Contents



Item 13.
    Exhibits.  Index to
    Exhibits
  2
.1

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Participant Agreement for the 2002 Stock Option Plan
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on April 5, 2007, File
    No. 000-51475).+ 40




---



##### 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 10.6 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on April 5, 2007, File
    No. 000-51475).+10
.7

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

Employment Agreement dated July 2008 between the Company and
    Daniel Weiss (incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed with the SEC on April 17, 2008, 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 in the Companys Amendment No. 1
    to its Annual Report on
    Form 10-K
    for fiscal 2007 filed with the SEC on April 3, 2008).10
.13

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

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

List of Subsidiaries (incorporated by reference to
    Exhibit 21.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 5, 2007, File
    No. 000-51475).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-KSB
    for the year ended December 31, 2008.*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, 2008.*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.*  41




---



##### Table of Contents



+
    
    Management Compensation Plan or Arrangement.  *
    
    Filed herewith.  Item 14.
    Principal
    Accountant Fees and Services    Fee Category

Fiscal 2008


Fiscal 2007Audit Fees

$
87,100


$
70,085Audit-Related Fees

$
7,545


$
28,500Tax Fees

$
10,894


$
10,674All Other Fees

$
0


$
0Total Fees

$
105,539


$
109,259   Form 10-K Form 10-Q 10-QSB
    Policy on
    Audit Committee Pre-Approval of Audit and Permissible Nonaudit
    Services of Independent Auditors
   42




---



##### Table of Contents



SIGNATURES
    Dated:  March 31,
    2009
    By:
    /s/  David
    H. Fater   Title:
    Chief Executive Officer and     By:
    /s/  Thomas
    J. Bohannon   Title:
    Chief Accounting Officer     Signature

Title

Date/s/  David
    H. FaterDavid
    H. Fater

Chief Executive Officer, 
    Chief Financial Officer and Director

March 31, 2009/s/  James
    E. Skinner, Ph.D.James
    E. Skinner, Ph.D.

Vice President and Director of 
    Research and Development 
    and Director

March 31, 2009/s/  Jerry
    M. AnchinJerry
    M. Anchin, Ph.D.

Vice President and Associate 
    Director of Scientific Research;
    Director

March 31, 2009/s/  Joseph
    A. FranchettiJoseph
    A. Franchetti

Director

March 31, 2009/s/  Frederick
    M. HudsonFrederick
    M. Hudson

Director

March 31, 2009/s/  Edward
    WiesmeierEdward
    Wiesmeier, M.D.

Director

March 31, 2009  43




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
   Consolidated
    Financial Statements
   For
    The Years Ended
    December 31, 2007 and 2008




---



##### 



TABLE OF
    CONTENTS
   
 Report of Independent Registered Public
    Accounting Firm

F-2Financial Statements:Consolidated Balance Sheets

F-3Consolidated Statements of Operations

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

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

F-8Notes to Consolidated Financial Statements

F-9  F-23EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   F-1




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm  To the Board
    of Directors and Stockholders
    VICOR Technologies, Inc.
          /s/ Daszkal
    Bolton LLP
    Boca Raton, Florida
    March 31, 2009
 F-2




---



##### Table of Contents



Vicor
    Technologies, Inc.
 (A Development Stage
    Company)
 Consolidated
    Balance Sheets
 December 31,
    2007 and 2008
  2007


2008ASSETSCurrent assets:Cash

$
4,000


$
182,000Prepaid expenses


80,000



14,000Total current assets


84,000



196,000Furniture and fixtures, net of accumulated depreciation of
    $66,000 and $62,000 at December 31, 2007 and 2008,
    respectively


7,000



2,000Other assetsDeposits


12,000



12,000Intellectual property, net of accumulated amortization of
    $149,000 and $186,000 at December 31, 2007 and 2008,
    respectively


354,000



266,000$
457,000


$
476,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses

$
1,132,000


$
1,000,000Notes payable:Colonial Bank


300,000



300,0002004 notes


610,000



250,00012% convertible promissory notes


1,649,000



150,00010% convertible promissory bridge notes


1,251,000



15% promissory notes


400,000



100,000Other






100,000Due to related parties


425,000



100,000Accrued dividends payable


188,000



434,000Total current liabilities


5,955,000



2,434,000Commitments 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, 2007 and 2008, respectively






Series B Voting Junior Convertible Cumulative, 0 and
    4,781,295 shares issued and outstanding at
    December 31, 2007 and 2008, respectively






Common stock, $.0001 par value; 100,000,000 shares
    authorized; 25,980,883 and 32,971,619 shares issued and
    outstanding at December 31, 2007 and 2008, respectively


3,000



3,000Additional paid-in capital


33,310,000



44,782,000Stock subscriptions in process






577,000Deficit accumulated during the development stage


(38,811,000
)


(47,320,000
)Net capital deficiency


(5,498,000
)


(1,958,000
)$
457,000


$
476,000    F-3




---



##### Table of Contents



Vicor
    Technologies, Inc.
 (A Development Stage
    Company)
 Consolidated
    Statements of Operations
 For the Years
    Ended December 31, 2007 and 2008, and
 For the Period from
    August 4, 2000 (Inception) Through December 31,
    2008
  Period fromAugust 4, 2000(Inception)ThroughYears Ended December 31,


December 31,2007


2008


2008Revenues

$
12,000


$



$
844,000Operating expenses:Research and development


758,000



993,000



14,063,000General and administrative expenses


3,065,000



2,433,000



25,107,000Depreciation and amortization


43,000



41,000



282,000Interest expense


2,214,000



3,260,000



6,742,000Total operating expenses


6,080,000



6,727,000



46,194,000Net loss


(6,068,000
)


(6,727,000
)


(45,350,000
)Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock


(51,000
)


(246,000
)


(434,000
)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


(51,000
)


(1,782,000
)


(1,970,000
)Net loss applicable to common stock

$
(6,119,000
)

$
(8,509,000
)

$
(47,320,000
)Net loss per common share  basic and diluted

$
(0.26
)

$
(0.29
)Weighted average number of shares of common shares outstanding


23,338,407



29,485,339    F-4




---



##### Table of Contents



Vicor
    Technologies, Inc.
 (A Development Stage
    Company)
 Consolidated
    Statements of Changes in Stockholders Equity (Net Capital
    Deficiency)
 For the Period
    from August 4, 2000 (Inception) through December 31,
    2008
  Preferred StockCommon Stock


Class A


Class B


Additional


Subscription


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In Capital


Notes Receivable


Deficit


TotalBalance at August 4, 2000 (inception)





$







$







$



$



$



$



$
Issuance of common stock to founders


7,400,000



































Contributed research and development services


























24,000











24,000Issuance of common stock for cash


194,500























194,000











194,000Net loss


































(657,000
)


(657,000
)Balance at December 31, 2000


7,594,500























218,000







(657,000
)


(439,000
)Issuance of common stock for services


280,000























280,000











280,000Issuance of warrants for services


























1,252,000











1,252,000Contributed research and development services


























71,000











71,000Issuance of common stock for cash


1,362,826























1,363,000











1,363,000Net loss


































(3,181,000
)


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


9,237,326























3,184,000







(3,838,000
)


(654,000
)Issuance of common stock for services


360,000



































Issuance of warrants and stock options for services


























4,722,000











4,722,000Subscription note receivable


500,000























750,000



(750,000
)






Contributed research and development services






































Issuance of common stock for cash


1,725,424























3,492,000











3,492,000Net loss


































(7,306,000
)


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


11,822,750























12,148,000



(750,000
)


(11,144,000
)


254,000Issuance of common stock for services


27,300



































Issuance of warrants and stock options for services


























6,365,000











6,365,000Issuance of common stock for cash


870,918























2,718,000











2,718,000Issuance of preferred stock for cash










157,592















448,000











448,000Accrued dividends on preferred stock


































(8,000
)


(8,000
)Net loss


































(9,247,000
)


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


12,720,968







157,592















21,679,000



(750,000
)


(20,399,000
)


530,000Issuance of common stock for services


217,440























205,000











205,000Issuance of warrants and stock options for services


























1,033,000











1,033,000Issuance of common stock for cash


308,300























889,000











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


























201,000











201,000Accrued dividends on preferred stock


































(39,000
)


(39,000
)Net loss


































(3,372,000
)


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


13,246,708


$




157,592


$







$



$
24,007,000


$
(750,000
)

$
(23,810,000
)

$
(553,000
)    F-5




---



##### Table of Contents



Vicor
    Technologies, Inc.
 (A Development Stage
    Company)
 Consolidated
    Statements of Changes in Stockholders Equity (Net Capital
    Deficiency), Continued
 For the Period from
    August 4, 2000 (Inception) through December 31,
    2008
  Preferred StockCommon Stock


Class A


Class B


Additional


Subscription


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In Capital


Notes 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% promissory notes


























139,000











139,000Accrued 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


























632,000











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


2,700,000



































Stock issued for warrants in merger transaction


5,423,891



































Stock issued for options in merger transaction


329,700



































Payment of subscription notes receivable


























(415,000
)


398,000







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


241,583























473,000











473,000Issuance of common stock for interest payments


26,129























47,000











47,000Accrued dividends on preferred stock


































(51,000
)


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


























122,000











122,000Issuance of warrants and stock options for services


























885,000











885,000Contributed capital


























178,000











178,000Net loss


































(6,068,000
)


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


25,980,883


$
3,000



157,592


$







$



$
33,310,000


$



$
(38,811,000
)

$
(5,498,000
)    F-6




---



##### Table of Contents



Vicor
    Technologies, Inc.
 (A Development Stage
    Company)
 Consolidated
    Statements of Changes in Stockholders Equity (Net Capital
    Deficiency), Continued
 For the Period from
    August 4, 2000 (Inception) through December 31,
    2008
  Preferred Stock





StockCommon Stock


Class A


Class B


Additional


Subscription


AccumulatedShares


Amount


Shares


Amount


Shares


Amount


Paid-In Capital


in 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







1,034,000











1,034,000Issuance 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 common stock for interest payments


336,739























58,000











58,000Accrued dividends on preferred stock


























1,536,000







(1,782,000
)


(246,000
)Issuance of warrants in connection with preferred stock


























289,000











289,000Issuance 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 Cash Flows
 For the Years
    Ended December 31, 2007 and 2008 and
 For the Period from
    August 4, 2000 (Inception) through December 31,
    2008
  Period fromAugust 4, 2000(Inception) toDecember 31,2007


2008


2008Cash flows from operating activities:Net loss

$
(6,068,000
)

$
(6,727,000
)

$
(45,350,000
)Adjustment to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


43,000



41,000



282,000Noncash interest imputed upon issuance of equity securities


2,061,000



2,791,000



5,289,000Loss from sale of assets






51,000



48,000Beneficial conversion feature of notes payable










201,000Contributed research and development services










95,000Merger-related costs


523,000







523,000Shares in lieu of interest payments


47,000



214,000



261,000Warrants issued for services






204,000



204,000Equity-based compensation


1,147,000



437,000



18,045,000Changes in assets and liabilities:Accounts receivable


(8,000
)






(16,000
)Prepaid expenses and other assets






62,000



(96,000
)Accounts payable and accrued expenses


56,000



734,000



1,758,000Net cash used in operating activities


(2,199,000
)


(2,193,000
)


(18,756,000
)Cash flows from investing activities:Purchase of intellectual property










(237,000
)Net proceeds from sale of equipment










59,000Purchase of furniture and fixtures










(154,000
)Net cash used in investing activities










(332,000
)Cash flows from financing activities:Net proceeds from sale of preferred stock






2,116,000



2,564,000Due to related parties










315,000Repayment of notes


(240,000
)


(365,000
)


(605,000
)Proceeds from bank loans


300,000







300,000Proceeds from sale of notes


1,651,000



300,000



5,362,000Proceeds for stock to be issued






16,000



16,000Contributed capital


178,000







178,000Net proceeds from sale of common stock


13,000



304,000



11,140,000Net cash provided by financing activities


1,902,000



2,371,000



19,270,000Net increase (decrease) in cash


(297,000
)


178,000



182,000Cash at beginning of period


301,000



4,000



Cash at end of period

$
4,000


$
182,000


$
182,000Supplemental cash flow information :Note receivable for issuance of common stock


398,000







Conversion 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


122,000







261,000Cash paid for interest expense


375,000



237,000



872,000Accrued equity-based compensation


(434,000
)


41,000



41,000Accrued dividends


51,000



1,782,000



1,970,000Interest on promissory notes paid in common stock


520,000







520,000Promissory notes converted to common stock


912,000







912,000Related-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






1,779,000



1,779,000    F-8




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)Notes to Consolidated Financial
    Statements
  Note 1 
    Organization
    and Nature of Business  VS OR/ICU
      CA.
  VS VS VS
   F-9




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
          Form 10-SB,
     F-10




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
          Note 2 
    Liquidity     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
    Concentration
    of Credit Risk
      Property
    and Equipment
    Research
    and Development Costs
    Revenue
    Recognition
   F-12




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Cash
    and Cash Equivalents
    Intellectual
    Property
    December 31,2007


2008Patents

$
252,000


$
252,000Purchased software


251,000



200,000503,000



452,000Less accumulated amortization


(149,000
)


(186,000
)Net intellectual property

$
354,000


$
266,000     Use of
    Estimates
    Accounting
    for Stock-Based Compensation
     F-13




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Financial
    Instruments
    Recent
    Pronouncements
  157-2 No. 157-2
      Long-Lived
    Assets
    Note 4 
    Debt  2004
    Notes
   F-14




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      month-by-month
  12%
    Convertible Promissory Notes
        a)
    Mandatory conversion at a 50% discount to the sale price of an
    offering where at least $3,000,000 of securities that are either
    Common Stock or exercisable or convertible into Common Stock are
    sold, orb)
    Voluntary conversion (if an offering and sale of at least
    $3,000,000 is not consummated) at a conversion price equal to
    the Common Stock equivalent price of the immediate prior sale of
    securities if such prior sale of securities exceeded $1,000,000.         F-15




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      month-by-month
  15%
    Promissory Notes
            10%
    Convertible Bridge Notes
       F-16




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    Other
    Notes Payable
          Note 5 
    Preferred
    Stock       F-17




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
        EITF 98-5,
    Note 6 
    Stockholders
    Equity         F-18




---



##### 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 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


$
0.96    F-19




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
  Note 7 
    Stock
    Option Plan             F-20




---



##### Table of Contents



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


Weighted-Average


Options


Weighted-AverageShares


Exercise Price


Excercisable


Exercise PriceOptions outstanding at inceptionGranted


50,000


$
3.00Outstanding at December 31, 2002


50,000


$
3.00



10,000


$
3.00Granted


Outstanding at December 31, 2003


50,000


$
3.00



30,000


$
3.00Granted


1,000


$
3.25Outstanding at December 31, 2004


51,000


$
3.01



51,000


$
3.01Granted


269,000


$
2.50Cancelled


(25,000
)

$
2.50Outstanding at December 31, 2005


295,000







295,000


$
2.59Granted


80,000


$
2.50Cancelled


(35,000
)Outstanding at December 31, 2006


340,000







340,000


$
2.58Granted


122,500










$
0.85Exercised in cashless exercise March 30, 2007


(340,000
)

$
2.58






$
0.00Outstanding at December 31, 2007


122,500







122,500


$
0.85Granted


417,500







417,500


$
0.67Outstanding at December 31, 2008


540,000







540,000


$
0.72Reserved for future option grants at December 31, 2008


5,060,000   Note 8 
    Related
    Party Transactions     F-21




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
      Note 9 
    Income
    Taxes  start-up start-up
    2007


2008Deferred tax assets:Tax loss carryforward

$
695,000


$
414,000Start-up
    costs


13,527,000



13,695,000Equity-based compensation expense


372,000



1,116,000General business credit carryforward






260,000Total deferred tax assets


14,594,000



15,485,000Valuation allowance:Beginning of year


(12,320,000
)


(14,594,000
)Decrease (increase) during the period


(2,274,000
)


(891,000
)Ending balance


(14,594,000
)


(15,485,000
)Net deferred tax assets

$



$
       Note 10 
    Property
    and Equipment    December 31,2007


2008Computers and equipment

$
49,000


$
40,000Furniture and fixtures


24,000



24,00073,000



64,000Less accumulated depreciation


(66,000
)


(62,000
)Net property and equipment

$
7,000


$
2,000  F-22




---



##### Table of Contents



Vicor
    Technologies, Inc.
    (A Development Stage Company)
    Notes to Consolidated Financial Statements
    Note 11 
    Leases      Note 12 
    Commitments
    and Contingencies          Note 13 
    Subsequent Events
       F-23