##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from     to
 Commission File Number: 0-51475
 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, Florida
    
    33431(Address of principal executive office)
    
    (Zip Code)
 (561) 995-7313
 þ o
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company
þ
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
  o þ




---



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q for the Period Ended September 30, 2008
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2007 (audited) and
September 30, 2008 (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three and nine months ending
September 30, 2007 and 2008 and the period from August 4, 2000 (inception) through
September 30, 2008 (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ending September
30, 2007 and 2008 and the period from August 4, 2000 (inception) through September
30, 2008 (unaudited)
    
    
    5Condensed Consolidated Statement of Changes in Net Capital Deficiency for the Nine
Months ended September 30, 2008 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4T. Controls and Procedures
    
    
    18PART II  Other Information
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    19Signatures
    
    
    20EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
 2




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##### Table of Contents



VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2007 AND SEPTEMBER 30, 2008
 December 31,
    
    
    September 30,2007
    
    
    2008(UNAUDITED)ASSETSCurrent assets:Cash
    
    $
    4,000
    
    
    $
    299,000Prepaid expenses
    
    
    80,000
    
    
    
    34,000Total current assets
    
    
    84,000
    
    
    
    333,000Furniture and fixtures, net of accumulated depreciation of $66,000 and $69,000 at December
31, 2007 and September 30, 2008, respectively
    
    
    7,000
    
    
    
    3,000Other assets:Deposits
    
    
    12,000
    
    
    
    12,000Intellectual property, net of accumulated amortization of $149,000 and $176,000 at December
31, 2007 and September 30, 2008, respectively
    
    
    354,000
    
    
    
    327,000$
    457,000
    
    
    $
    675,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,132,000
    
    
    $
    1,211,000Notes payable:Colonial Bank
    
    
    300,000
    
    
    
    300,00015% promissory notes
    
    
    400,000
    
    
    
    200,0002004 notes
    
    
    610,000
    
    
    
    250,00012% convertible bridge promissory notes
    
    
    1,649,000
    
    
    
    350,00010% bridge notes
    
    
    1,251,000
    
    
    
    Other Notes Payable
    
    
    
    
    
    
    100,000Due to related parties
    
    
    425,000
    
    
    
    100,000Accrued dividends payable
    
    
    188,000
    
    
    
    359,000Total current liabilities
    
    
    5,955,000
    
    
    
    2,870,000Commitments and contingenciesNet capital deficiency:Preferred stock, $.0001 par value; 10,000,000 shares authorized:Series A, 157,592 shares issued and outstanding at December 31, 2007 and September 30, 2008
    
    
    
    
    
    
    Series B, 0 and 4,781,295 shares issued and outstanding at September 30, 2007 and 2008,
respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized; 25,980,883 and 30,388,234
shares issued and outstanding at December 31, 2007 and September 30, 2008, respectively
    
    
    3,000
    
    
    
    3,000Additional paid-in capital
    
    
    33,310,000
    
    
    
    43,670,000Deficit accumulated during the development stage
    
    
    (38,811,000
    )
    
    
    (45,868,000
    )Net capital deficiency
    
    
    (5,498,000
    )
    
    
    (2,195,000
    )$
    457,000
    
    
    $
    675,000
  3




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##### Table of Contents



VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2008 AND
 FROM AUGUST 4, 2000 (INCEPTION) TO SEPTEMBER 30, 2008
 (UNAUDITED)
 Three months endedSeptember 30,2007
    
    
    2008Revenues
    
    $
    
    
    
    $
    Operating expenses:Research and development
    
    
    237,000
    
    
    
    189,000Selling, general and administrative
    
    
    717,000
    
    
    
    502,000Depreciation and amortization
    
    
    11,000
    
    
    
    10,000Interest
    
    
    482,000
    
    
    
    48,000Total operating expenses
    
    
    1,447,000
    
    
    
    749,000Loss before dividends
    
    
    (1,447,000
    )
    
    
    (749,000
    )Dividends related to preferred stock
    
    
    (13,000
    )
    
    
    (548,000
    )Net loss applicable to common stock
    
    $
    (1,460,000
    )
    
    $
    (1,297,000
    )Net loss per common share-basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.04
    )Weighted average number of shares of common shares outstanding
    
    
    25,798,253
    
    
    
    30,368,776
 Period fromAugust 4, 2000(Inception)Nine months ended
    
    
    ThroughSeptember 30,
    
    
    September 30,2007
    
    
    2008
    
    
    2008Revenues
    
    $
    12,000
    
    
    $
    
    
    
    $
    844,000Operating expenses:Research and development
    
    
    1,497,000
    
    
    
    687,000
    
    
    
    13,757,000Selling, general and administrative
    
    
    2,004,000
    
    
    
    1,567,000
    
    
    
    24,241,000Depreciation and amortization
    
    
    33,000
    
    
    
    31,000
    
    
    
    272,000Interest
    
    
    1,564,000
    
    
    
    3,065,000
    
    
    
    6,547,000Total operating expenses
    
    
    5,098,000
    
    
    
    5,350,000
    
    
    
    44,817,000Loss before dividends
    
    
    (5,086,000
    )
    
    
    (5,350,000
    )
    
    
    (43,973,000
    )Dividends related to preferred stock
    
    
    (38,000
    )
    
    
    (1,707,000
    )
    
    
    (1,895,000
    )Net loss applicable to common stock
    
    $
    (5,124,000
    )
    
    $
    (7,057,000
    )
    
    $
    (45,868,000
    )Net loss per common share  basic and diluted
    
    $
    (0.22
    )
    
    $
    (0.24
    )Weighted average number of shares of common shares outstanding
    
    
    23,541,601
    
    
    
    28,939,414
  4




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VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2008 AND
 FROM THE PERIOD OF AUGUST 4, 2000 (INCEPTION) TO SEPTEMBER 30, 2008
 (UNAUDITED)
 Period fromNine Months
    
    
    Nine Months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toSept. 30, 2007
    
    
    Sept. 30, 2008
    
    
    Sept. 30, 2008Cash flows from operating activities:Net loss before dividends
    
    $
    (5,086,000
    )
    
    $
    (5,350,000
    )
    
    $
    (43,973,000
    )Adjustments to reconcile net loss before dividends to
net cash used in operating activities:Depreciation and amortization (including debt discount
and certain related financing fees)
    
    
    1,231,000
    
    
    
    411,000
    
    
    
    3,150,000Gain from sale of assets
    
    
    
    
    
    
    
    
    
    
    (3,000
    )Noncash interest related to conversion of notes payable
    
    
    
    
    
    
    2,526,000
    
    
    
    2,727,000Noncash compensation and consulting expense
    
    
    
    
    
    
    46,000
    
    
    
    46,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    523,000
    
    
    
    
    
    
    
    523,000Shares issued in lieu of interest payments
    
    
    262,000
    
    
    
    11,000
    
    
    
    58,000Equity-based compensation
    
    
    1,416,000
    
    
    
    395,000
    
    
    
    18,003,000Changes in assets and liabilities:Accounts receivable
    
    
    (8,000
    )
    
    
    
    
    
    
    (16,000
    )Prepaid expenses and other assets
    
    
    (146,000
    )
    
    
    
    
    
    
    (158,000
    )Accounts payable and accrued expenses
    
    
    (8,000
    )
    
    
    204,000
    
    
    
    1,228,000Net cash used in operating activities
    
    
    (1,816,000
    )
    
    
    (1,757,000
    )
    
    
    (18,320,000
    )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
    
    
    (40,000
    )
    
    
    (364,000
    )
    
    
    (604,000
    )Proceeds from bank loans
    
    
    300,000
    
    
    
    
    
    
    
    300,000Proceeds from sale of notes
    
    
    1,124,000
    
    
    
    300,000
    
    
    
    5,362,000Contributed capital
    
    
    178,000
    
    
    
    
    
    
    
    178,000Net proceeds from sale of common stock
    
    
    11,000
    
    
    
    
    
    
    
    10,836,000Net cash provided by financing activities
    
    
    1,573,000
    
    
    
    2,052,000
    
    
    
    18,951,000Net (decrease) increase in cash
    
    
    (243,000
    )
    
    
    295,000
    
    
    
    299,000Cash at beginning of period
    
    
    301,000
    
    
    
    4,000
    
    
    
    Cash at end of period
    
    $
    58,000
    
    
    $
    299,000
    
    
    $
    299,000
  5




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VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2008 AND
FROM AUGUST 4, 2000 (INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED) (continued)
 Nine Months
    
    
    Nine Months
    
    
    Period fromended
    
    
    ended
    
    
    August 4, 2000Sept. 30,
    
    
    Sept. 30,
    
    
    (Inception) to2007
    
    
    2008
    
    
    Sept. 30, 2008Supplemental Cash Flow Information:Note receivable for issuance of common stock
    
    $
    415,000
    
    
    $
    
    
    
    $
    415,000Conversion 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 feature for promissory notes
    
    $
    (912,000
    )
    
    $
    
    
    
    $
    (912,000
    )Warrants issued in connection with 15% promissory notes
    
    $
    122,000
    
    
    $
    
    
    
    $
    261,000Cash paid for interest expense
    
    $
    254,000
    
    
    $
    208,000
    
    
    $
    843,000Accrued equity-based compensation
    
    $
    
    
    
    $
    152,000
    
    
    $
    152,000Accrued dividends
    
    $
    38,000
    
    
    $
    1,707,000
    
    
    $
    1,995,000Interest on promissory notes paid in common stock
    
    $
    
    
    
    $
    
    
    
    $
    520,000Promissory notes converted to common stock
    
    $
    
    
    
    $
    
    
    
    $
    912,000Related-party accrual converted to common stock
    
    $
    
    
    
    $
    325,000
    
    
    $
    325,000Conversion of debt to Series B Preferred Stock
    
    $
    
    
    
    $
    1,567,000
    
    
    $
    1,567,000Conversion of notes to common stock
    
    $
    
    
    
    $
    1,479,000
    
    
    $
    1,479,000
  6




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VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET CAPITAL DEFICIENCY
FOR THE PERIOD FROM DECEMBER 31, 2007 TO SEPTEMBER 30, 2008
(UNAUDITED)
 Preferred StockCommon Stock
    
    

    Class A
    
    

    
    
    
    Class B
    
    
    
    
    
    
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Deficit
    
    
    TotalsBalance at December 31, 2007
    
    
    25,980,883
    
    
    $
    3,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    33,310,000
    
    
    $
    (38,811,000
    )
    
    $
    (5,498,000
    )Issuance of common stock for services
    
    
    564,209
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    431,000
    
    
    
    
    
    
    
    431,000Issuance of common stock in connection with
notes payable transactions
    
    
    3,843,142
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,404,000
    
    
    
    
    
    
    
    2,404,000Issuance of preferred stock in connection with
notes payable transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,959,045
    
    
    
    
    
    
    
    1,569,000
    
    
    
    
    
    
    
    1,569,000Issuance of warrants and options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242,000
    
    
    
    
    
    
    
    242,000Issuance of warrants in connection with
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    632,000
    
    
    
    
    
    
    
    632,000Issuance of Series B preferred stock for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177,250
    
    
    
    
    
    
    
    146,000
    
    
    
    
    
    
    
    146,000Issuance of Series B preferred stock for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,645,000
    
    
    
    
    
    
    
    2,116,000
    
    
    
    
    
    
    
    2,116,000Noncash interest accretion incurred in
conjunction with conversion of notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,749,000
    
    
    
    
    
    
    
    1,749,000Accrued dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,071,000
    
    
    
    (1,707,000
    )
    
    
    (636,000
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,350,000
    )
    
    
    (5,350,000
    )Balance at September 30, 2008
    
    
    30,388,234
    
    
    $
    3,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    4,781,295
    
    
    $
    
    
    
    $
    43,670,000
    
    
    $
    (45,868,000
    )
    
    $
    (2,195,000
    )
  7




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##### Table of Contents



NOTE 1  ORGANIZATION AND NATURE OF BUSINESS
 Nature of the Business
   VS
    (1)
    
    waiting for FDA marketing clearance for the PD2i Analyzer. The Company submitted the
510(k) application for the PD2i Analyzer to the FDA in September of 2008. The Company
expects to receive marketing clearance late in the fourth quarter of 2008;(2)
    
    its current collaboration efforts with the U.S. Army for the Vicor PD2i VS. In January
2008, the U.S. Armys Institute of Surgical Research and the Company signed a Collaborative
Research and Development Agreement (CRADA) whereby the PD2i will be utilized to assess
severity of injury and probability of survival for critically injured combat casualties and
critically ill civilian patients. The collaborative effort is envisioned to lead to the
development of new comprehensive decision support tools and/or devices that may incorporate
the PD2i algorithm either alone or in association with other metrics currently under
investigation with the goal being to monitor, assess status and predict outcome in
critically injured humans. The study is entitled Prediction of Injury Severity and Outcome
in the Critically Ill Using the Point Correlation Dimension Algorithm. It is anticipated
that the software modification and clinical testing will be completed in the fourth quarter
of 2008 and the 510(k) application for the PD2i VSwill be submitted in the first quarter of
2009, and(3)
    
    the coordination of a pivotal clinical trial Prospective, Multi-Center Study of the
Ability of the PD2i Cardiac Analyzer to Predict Risk of VentrIcular TachyArrhythmia Events
such as Sudden Cardiac Death VentricuLar Fibrillation (VF) or Ventricular Tachycardia (VT)
in High Risk Patients (the VITAL Trial) with Harvard Clinical Research Institute. The
VITAL Trial is expected to be completed 12 months following the date of the last patient
enrolled at which time the Companys 510(k) application will be filed with the FDA (see Note
7).
   8




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##### Table of Contents



Basis of Presentation
       9




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##### Table of Contents



NOTE 2  Summary of Significant Accounting Policies
 Revenue Recognition
  Use of Estimates
  NOTE 3  DEBT
 2004 Notes
   12% Convertible Bridge Promissory Notes
  15% Promissory Notes
    10




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##### Table of Contents



10% Bridge Notes
    Other Notes Payable
  NOTE 4  OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
   NOTE 5  PREFERRED STOCK
   11




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##### Table of Contents



NOTE 6  RELATED PARTY TRANSACTIONS
   NOTE 7  COMMITMENTS AND CONTINGENCIES
   NOTE 8  SUBSEQUENT EVENTS
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward-Looking Statements
  Overview of the Business
  12




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##### Table of Contents



VS
    (1)
    
    waiting for FDA marketing clearance for the PD2i Analyzer. The Company submitted the
510(k) application for the PD2i Analyzer to the FDA in September of 2008. As discussed
above, the Company expects to receive marketing clearance late in the fourth quarter of
2008;(2)
    
    its current collaboration efforts with the U.S. Army for the Vicor PD2i VS. In January
2008, the U.S. Armys Institute of Surgical Research and the Company signed a Collaborative
Research and Development Agreement (CRADA) whereby the PD2i will be utilized to assess
severity of injury and probability of survival for critically injured combat casualties and
critically ill civilian patients. The collaborative effort is envisioned to lead to the
development of new comprehensive decision support tools and/or devices that may incorporate
the PD2i algorithm either alone or in association with other metrics currently under
investigation with the goal being to monitor, assess status and predict outcome in
critically injured humans. The study is entitled Prediction of Injury Severity and Outcome
in the Critically Ill Using the Point Correlation Dimension Algorithm. It is anticipated
that the software modification and clinical testing will be completed in the fourth quarter
of 2008 and the 510(k) application for the PD2i VSwill be submitted in the first quarter of
2009, and(3)
    
    the coordination of a pivotal clinical trial Prospective, Multi-Center Study of the
Ability of the PD2i Cardiac Analyzer to Predict Risk of VentrIcular TachyArrhythmia Events
such as Sudden Cardiac Death VentricuLar Fibrillation (VF) or Ventricular Tachycardia (VT)
in High Risk Patients (the VITAL Trial) with Harvard Clinical Research Institute. The
VITAL Trial is expected to be completed 12 months following the date of the last patient
enrolled at which time the Companys 510(k) application will be filed with the FDA (see Note
7 to our condensed consolidated financial statements).
   13




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##### Table of Contents



1.
    
    Receiving marketing clearance for the PD2i Analyzer in the fourth quarter of 2008 at
which time marketing efforts would commence and revenues would begin to be generated shortly
thereafter in early 2009.2.
    
    Completing the research under the Collaborative Research and Development Agreement with
the United States Army Institute of Surgical Research (USAISR) for the Vicor PD2i VS. The
collaborative effort is envisioned to lead to the development of new comprehensive decision
support tools and or devices that may incorporate the PD2i algorithm either alone or in
association with other metrics currently under investigation with the goal being to monitor,
assess status and predict outcome in critically injured humans. The study is entitled
Prediction of Injury Severity and Outcome in the Critically Ill Using the Point Correlation
Dimension Algorithm. It is anticipated that the software modification and clinical testing
will be completed in the fourth quarter of 2008 and the 510(k) application for the PD2i VS
will be submitted to the FDA in the first quarter of 2009.3.
    
    Continuing our clinical trial to obtain FDA clearance for the Analyzer which commenced in
August 2006. The trial, named Prospective, Multi-Center Study of the Ability of the PD2i
Cardiac Analyzer to Predict Risk of VentrIcular TachyArrhythmia Events such as, Sudden
Cardiac Death VentricuLar Fibrillation (VF) or Ventricular Tachycardia (VT) in High Risk
Patients (The VITAL Trial) will provide the data for the 510(k) application to be
submitted to the FDA upon its completion. We will incur approximately $4,500,000 for the
VITAL Trial in total over its duration consisting of initiation payments of $1,000,000 and
ongoing payments of approximately $125,000 per month. For the three months ended September
30, 2008, we incurred $39,000 of expenses related to the VITAL Trial.4.
    
    Raising additional capital with which to fund ongoing operations.5.
    
    Securing CE Mark clearance in Europe for the PD2i Cardiac Analyzer and PD2i VS.6.
    
    Maintaining the Companys selling, general and administrative expenses at approximately
$125,000 to $250,000 per month.
  Critical Accounting Estimates
  Research and Development Costs
  Intellectual Property
  Revenue Recognition
  14




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##### Table of Contents



Accounting for Stock-Based Compensation
  Results of Operations
  Three months ended September 30,2007
    
    
    2008(UNAUDITED)Revenues
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %Operating expenses:Research and development
    
    
    237,000
    
    
    
    16.4
    %
    
    
    189,000
    
    
    
    25.2
    %Selling, general and administrative
    
    
    717,000
    
    
    
    49.5
    %
    
    
    502,000
    
    
    
    67.0
    %Depreciation and amortization
    
    
    11,000
    
    
    
    0.8
    %
    
    
    10,000
    
    
    
    1.4
    %Interest
    
    
    482,000
    
    
    
    33.3
    %
    
    
    48,000
    
    
    
    6.4
    %Total operating expenses
    
    
    1,447,000
    
    
    
    100.0
    %
    
    
    749,000
    
    
    
    100.0
    %Loss before dividends
    
    
    (1,447,000
    )
    
    
    -100.0
    %
    
    
    (749,000
    )
    
    
    -100.0
    %Dividends related to preferred
stock
    
    
    (13,000
    )
    
    
    -0.9
    %
    
    
    (548,000
    )
    
    
    -73.2
    %Net loss applicable to common stock
    
    $
    (1,460,000
    )
    
    
    -100.9
    %
    
    $
    (1,297,000
    )
    
    
    -173.2
    %
 Nine months ended September 30,
    
    
    Inception to September 30,2007
    
    
    2008(UNAUDITED)
    
    
    (UNAUDITED)Revenues
    
    $
    12,000
    
    
    
    0.2
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    844,000
    
    
    
    1.9
    %Operating expenses:Research and development
    
    
    1,497,000
    
    
    
    29.4
    %
    
    
    687,000
    
    
    
    12.8
    %
    
    
    13,757,000
    
    
    
    30.7
    %Selling, general and administrative
    
    
    2,004,000
    
    
    
    39.3
    %
    
    
    1,567,000
    
    
    
    29.3
    %
    
    
    24,241,000
    
    
    
    54.1
    %Depreciation and amortization
    
    
    33,000
    
    
    
    0.6
    %
    
    
    31,000
    
    
    
    0.6
    %
    
    
    272,000
    
    
    
    0.6
    %Interest
    
    
    1,564,000
    
    
    
    30.7
    %
    
    
    3,065,000
    
    
    
    57.3
    %
    
    
    6,547,000
    
    
    
    14.6
    %Total operating expenses
    
    
    5,098,000
    
    
    
    100.0
    %
    
    
    5,350,000
    
    
    
    100.0
    %
    
    
    44,817,000
    
    
    
    100.0
    %Loss before dividends
    
    
    (5,086,000
    )
    
    
    -99.8
    %
    
    
    (5,350,000
    )
    
    
    -100.0
    %
    
    
    (43,973,000
    )
    
    
    -98.1
    %Dividends related to preferred stock
    
    
    (38,000
    )
    
    
    -0.7
    %
    
    
    (1,707,000
    )
    
    
    -31.9
    %
    
    
    (1,895,000
    )
    
    
    -4.2
    %Net loss applicable to common stock
    
    $
    (5,124,000
    )
    
    
    -100.5
    %
    
    $
    (7,057,000
    )
    
    
    -131.9
    %
    
    $
    (45,868.000
    )
    
    
    -102.3
    %
 15




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##### Table of Contents



Three months ended September 30, 2008 compared to the three months ended September 30, 2007
 Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  Nine months ended September 30, 2008 compared to the nine months ended September 30, 2007
 Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  16




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##### Table of Contents



Liquidity and Capital Resources
  Going Concern
      VS
 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
 17




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##### Table of Contents




    
    An obligation, including a contingent obligation, arising out of a variable interest in
an unconsolidated entity that is held by, and material to us, where such entity provides
financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging,
or research and development services with us.
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 4T. Controls and Procedures.
     
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
       18




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##### Table of Contents



Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
  
 Item 6. Exhibits
  Exhibit No.
    
    Description31.1
    
    Certification of David H. Fater, Principal Executive Officer, Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.*31.2
    
    Certification of David H. Fater, Principal Financial Officer, Pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.*32.1
    
    Certification of David H. Fater, President, Chief Executive Officer and Chief
Financial Officer of Vicor Technologies, Inc., Pursuant to 18 U.S.C. 1350.*
 
 *
    
    Filed herewith 19




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##### Table of Contents



SIGNATURES
  Dated: November 14, 2008
    Vicor Technologies, Inc.By:
    /s/  David H. FaterDavid H. FaterPresident and Chief Executive and Financial Officer 20