##### Table of Contents



UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
  FORM 10-QSB
   (Mark One)x

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the Quarterly Period Ended June 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    Number: 0-51475
  VICOR
    TECHNOLOGIES, INC.
 (Exact name of registrant as
    specified in its charter)
  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
 (Registrants telephone
    number, including area code)
  x o
    Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting
    Company þ(Do not check if a smaller reporting
    company)   Rule 12b-2 o x
  APPLICABLE
    ONLY TO CORPORATE ISSUERS
    o x




---



##### 



VICOR
    TECHNOLOGIES, INC.
    Quarterly Report on
    Form 10-QSB
    for the Period Ended June 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 June 30, 2008 (unaudited)


1Condensed Consolidated Statements of Operations
    for the three and six months ending June 30, 2007 and 2008
    and the period from August 4, 2000 (inception) through
    June 30, 2008 (unaudited)


2Condensed Consolidated Statements of Cash Flows
    for the six months ending June 30, 2007 and 2008 and the
    period from August 4, 2000 (inception) through
    June 30, 2008 (unaudited)


3Condensed Statement of Changes in Net Capital
    Deficiency for the Six Months ended June 30, 2008
    (unaudited)


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


13Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


19Item 4T.


Controls and Procedures


19PART II  Other
    InformationItem 1.


Legal Proceedings


20Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


20Item 3.


Defaults Upon Senior Securities


20Item 4.


Submission of Matters to a Vote of Security
    Holders


21Item 5.


Other Information


21Item 6.


Exhibits


21Signatures


22EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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##### Table of Contents



VICOR
    TECHNOLOGIES, INC.
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED CONSOLIDATED BALANCE SHEETS
    AS OF DECEMBER 31, 2007 AND JUNE 30, 2008  December 31,


June 30,2007


2008(UNAUDITED)ASSETSCurrent assets:Cash

$
4,000


$
306,000Prepaid expenses


80,000



25,000Total current assets


84,000



331,000Furniture and fixtures, net of accumulated depreciation of
    $66,000 and $68,000 at December 31, 2007 and June 30,
    2008, respectively


7,000



4,000Other assetsDeposits


12,000



12,000Intellectual property, net of accumulated amortization of
    $149,000 and $167,000 at December 31, 2007 and
    June 30, 2008, respectively


354,000



336,000$
457,000


$
683,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses

$
1,132,000


$
1,216,000Notes payable:Colonial Bank


300,000



300,00015% promissory notes


400,000



200,0002004 notes


610,000



260,00012% convertible bridge promissory notes


1,649,000



365,00010% bridge notes


1,251,000



Due to related parties


425,000



100,000Accrued dividends payable


188,000



276,000Total current liabilities


5,955,000



2,717,000Commitments 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 June 30, 2008






Series B, 0 and 3,969,045 shares issued and
    outstanding at June 30, 2007 and 2008, respectively






Common stock, $.0001 par value; 100,000,000 shares
    authorized; 25,980,883 and 30,339,958 shares issued and
    outstanding at December 31, 2007 and June 30, 2008,
    respectively


3,000



3,000Additional paid-in capital


33,310,000



42,534,000Deficit accumulated during the development stage


(38,811,000
)


(44,571,000
)Net capital deficiency


(5,498,000
)


(2,034,000
)$
457,000


$
683,000    1




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##### Table of Contents



VICOR
    TECHNOLOGIES, INC.
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2008 AND
    FROM AUGUST 4, 2000 (INCEPTION) TO JUNE 30, 2008
    (UNAUDITED)  Three months endedJune 30,2007


2008Revenues

$
12,000


$
Operating expenses:Research and development


522,000



210,000Selling, general and administrative


483,000



667,000Depreciation and amortization


11,000



11,000Interest


229,000



2,559,000Total operating expenses


1,245,000



3,447,000Loss before dividends


(1,245,000
)


(3,447,000
)Dividends related to preferred stock


(13,000
)


(1,137,000
)Net loss applicable to common stock

$
(1,258,000
)

$
(4,584,000
)Net loss per common share-basic

$
(0.05
)

$
(0.16
)Weighted average number of shares of common shares outstanding


25,670,977



29,496,216   Period fromAugust 4, 2000(Inception)Six months ended


ThroughJune 30,


June 30,2007


2008


2008Revenues

$
12,000


$



$
844,000Operating expenses:Research and development


1,260,000



498,000



13,568,000Selling, general and administrative


1,287,000



1,065,000



23,739,000Depreciation and amortization


22,000



21,000



262,000Interest


1,082,000



3,017,000



6,499,000Total operating expenses


3,651,000



4,601,000



44,068,000Loss before dividends


(3,639,000
)


(4,601,000
)


(43,224,000
)Dividends related to preferred stock


26,000



1,159,000



1,347,000Net loss applicable to common stock

$
(3,664,000
)

$
(5,760,000
)

$
(44,571,000
)Net loss per common share  basic

$
(0.16
)

$
(0.20
)Weighted average number of shares of common shares outstanding


22,412,306



28,220,551    2




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VICOR
    TECHNOLOGIES, INC.
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2008 AND
    FROM THE PERIOD OF AUGUST 4, 2000 (INCEPTION) TO JUNE 30,
    2008
    (UNAUDITED)  Period fromSix Months


Six Months


August 4, 2000ended


ended


(Inception) toJune 30, 2007


June 30, 2008


June 30, 2008Cash flows from operating activities:Net loss before dividends

$
(3,639,000
)

$
(4,601,000
)

$
(43,224,000
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization (including debt discount and
    certain related financing fees)


849,000



388,000



3,127,000Gain from sale of assets










(3,000
)Noncash interest related to conversion of notes payable






2,404,000



2,605,000Contributed research and development services










95,000Merger-related costs


523,000







523,000Shares issued in lieu of interest payments


262,000



9,000



56,000Equity-based compensation


1,065,000



394,000



18,002,000Changes in assets and liabilities:






Accounts receivable


(8,000
)






(16,000
)Prepaid expenses and other assets










(158,000
)Accounts payable and accrued expenses


150,000



84,000



1,108,000Net cash used in operating activities


(797,000
)


(1,322,000
)


(17,885,000
)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






1,566,000



2,014,000Due to related parties










315,000Repayment of notes


(40,000
)


(242,000
)


(482,000
)Proceeds from bank loans


300,000







300,000Proceeds from sale of notes


206,000



300,000



5,362,000Contributed capital


37,000







178,000Net proceeds from sale of common stock










10,836,000Net cash provided by financing activities


503,000



1,624,000



18,523,000Net increase in cash


(294,000
)


302,000



306,000Cash at beginning of period


301,000



4,000



Cash at end of period

$
7,000


$
306,000


$
306,000    3




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##### Table of Contents



VICOR
    TECHNOLOGIES, INC.
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2008 AND
    FROM AUGUST 4, 2000 (INCEPTION) TO JUNE 30, 2008
    (UNAUDITED) (continued)
  Six Months


Six Months


Period fromended


ended


August 4, 2000June 30,


June 30,


(Inception) to2007


2008


June 30, 2008Supplemental Cash Flow Information:Note receivable for issuance of common stock

$
415,000


$
Repurchase 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
)

$



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

$
122,000


$



$
261,000Cash paid for interest expense

$
148,000


$
174,000


$
809,000Accrued equity-based compensation

$



$
100,000


$
100,000Accrued dividends

$
26,000


$
1,159,000


$
1,347,000Interest 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

$



$
1,609,000


$
1,609,000Conversion of notes to common stock

$



$
1,501,000


$
1,501,000    4




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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 JUNE 30, 2008
    (UNAUDITED)  Common Stock


Preferred Stock


Additional


AccumulatedShares


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


515,324















412,000







412,000Issuance 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










1,927,795







1,544,000







1,544,000Issuance of warrants and options for services


















242,000







242,000Issuance of warrants in connection with preferred stock


















166,000







166,000Issuance of Series B preferred stock for services










83,750







70,000







70,000Issuance of Series B preferred stock for cash










1,957,500







1,566,,000







1,566,000Noncash interest accretion incurred in conjunction with
    conversion of notes


















1,749,000







1,749,000Accrued dividends on preferred stock


















1,071,000



(1,159,000
)


(88,000
)Net loss






















(4,601,000
)


(4,601,000
)Balance at June 30, 2008


30,339,998


$
3,000



4,126,637


$



$
42,534,000


$
(44,571,000
)

$
(2,034,000
)


5




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##### Table of Contents



NOTE 1 
    ORGANIZATION
    AND NATURE OF BUSINESS  Nature
    of the Business
  VS VS
    (1)
    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 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 510(k) for the PD2i
    VSwill be submitted in 2008 in conjunction with
    assistance from the U.S. Army.(2)
    the execution 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) is currently being coordinated 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) will be filed
    with the FDA (see Note 7).       6




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Basis
    of Presentation
  Form 10-Q Regulation S-X Form 10-KSB
       7




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##### Table of Contents



and/or
  NOTE 2 
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
    Use of
    Estimates
    NOTE 3 
    DEBT  2004
    Notes
    month-by-month
  12%
    Convertible Bridge Promissory Notes
   8




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##### Table of Contents



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.      month-by-month
  15%
    Promissory Notes
          10%
    Bridge
    Notes    
    10% Bridge Notes, maturing on December 31, 2007 (the
    Maturity Date) and bearing interest at 10% per annum
    with interest accruing until and payable upon maturity or
    earlier 9




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##### Table of Contents



conversion. The 10% Bridge Notes are convertible at a per share
    conversion price equal to 80% of the per share price of the
    Companys common stock included in a proposed PIPE offering
    of at least $6,000,000 (the 10% Bridge Note Conversion
    Price).  
    Common stock purchase warrants (the Warrants)
    exercisable into that number of shares of the Companys
    common stock which equals the total gross proceeds of the Bridge
    Financing divided by 80% of the PIPE Share Price. The per share
    exercise price of the Warrants is equal to 80% of the exercise
    price of the warrants included in the proposed PIPE offering.            Bank
    Loan
      NOTE 4 
    OUTSTANDING
    STOCK PURCHASE WARRANTS AND OPTIONS   10




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##### Table of Contents



NOTE 5 
    PREFERRED
    STOCK  EITF 98-5,
    NOTE 6 
    RELATED
    PARTY TRANSACTIONS        NOTE 7 
    COMMITMENTS
    AND CONTINGENCIES     11




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##### Table of Contents



NOTE 8 
    SUBSEQUENT
    EVENTS   12




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Forward-Looking
    Statements
  Form 10-Q Form 10-K Form 10-Q
  Overview
    of the Business
  VS VS
    (1)
    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 Vicor
    signed a Collaborative Research and Development Agreement
    whereby the PD2i VSwill 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 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 510(k) application
    for the PD2i VSwill be submitted in 2008 in conjunction
    with assistance from the U.S. Army.(2)
    the execution 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) currently being coordinated with
    Harvard Clinical Research Institute. The VITAL Trial is expected
    to be completed 12 months following the date the last
    patient is enrolled at which time the Companys 510(k)
    application will be filed with the FDA. It is anticipated that
    the Company will seek CE Mark clearance for the Analyzer and
    begin marketing in Europe in 2009.   13




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##### Table of Contents



2003-2005
    1.
    Completing the research under the Collaborative Research and
    Development Agreement with the United States Army Institute of
    Surgical Research (USAISR) to explore ways to assess the
    severity of injury and probability of survival of critically
    injured combat casualties and critically ill civilian patients.
    Medical personnel at USAISR in conjunction with our personnel
    will test the 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 value. The clinical data generated in conjunction with
    USAISR will be used in our 510(k) application filing with the
    FDA for approval of the PD2i VSin military and civilian
    trauma and emergency response applications.  2.
    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 June 30, 2008, we have incurred $81,000
    of expenses related to the VITAL Trial.3.
    Raising additional capital with which to fund the completion of
    the VITAL Trial and ongoing operations.4.
    Securing CE Mark clearance in Europe for the PD2i Cardiac and
    PD2i VS.5.
    Maintaining the Companys selling, general and
    administrative expenses at approximately $125,000 
    $150,000 per month.  and/or
 14




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##### Table of Contents



Critical
    Accounting Estimates
    Research
    and Development Costs
    Intellectual
    Property
    Revenue
    Recognition
    Accounting
    for Stock-Based Compensation
   15




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##### Table of Contents



Results
    of Operations
    Three months ended June 30,


Inception to June 30,2007


2008


2008(UNAUDITED)(UNAUDITED)Revenues

$
12,000



0.3
%

$




0.0
%

$
844,000



1.9
%Operating expenses:Research and development


522,000



41.9
%


210,000



6.1
%


13,568,000



30.8
%Selling, general and administrative


483,000



33.8
%


667,000



19.4
%


23,739,000



53.9
%Depreciation and amortization


11,000



0.9
%


11,000



0.3
%


262,000



0.6
%Interest


229,000



18.4
%


2,559,000



74.2
%


6,499,000



14.7
%Total operating expenses


1,245,000



100.0
%


3,447,000



100.0
%


44,068,000



100.0
%Loss before dividends


(1,245,000
)


−100.0
%


(3,447,000
)


−100.0
%


(43,224,000
)


−98.1
%Dividends related to preferred stock


(13,000
)


−1.0
%


(1,137,000
)


−33.0
%


(1,347,000
)


−3.1
%Net loss applicable to common stock

$
(1,258,000
)


−101.0
%

$
(4,584,000
)


−133.0
%

$
(44,571.000
)


−101.1
%   Six months ended June 30,2007


2008(UNAUDITED)Revenues

$
12,000



0.3
%

$




0.0
%Operating expenses:Research and development


1,260,000



34.5
%


498,000



10.8
%Selling, general and administrative


1,287,000



35.3
%


1,065,000



23.1
%Depreciation and amortization


22,000



0.6
%


21,000



0.5
%Interest


1,082,000



29.6
%


3,017,000



65.6
%Total operating expenses


3,651,000



100.0
%


4,601,,000



100.0
%Loss before dividends


(3,639,000
)


−99.7
%


(4,601,000
)


−100.0
%Dividends related to preferred stock


(26,000
)


−0.7
%


(1,159,000
)


−18.5
%Net loss applicable to common stock

$
(3,664,000
)


−100.4
%

$
(5,760,000
)


−118.5
%   Three
    months ended June 30, 2008 compared to the three months
    ended June 30, 2007
  Research
    and Development
   16




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##### Table of Contents



Selling,
    General and Administrative Expenses
    Interest
    Expense
    Six
    months ended June 30, 2008 compared to the six months ended
    June 30, 2007
  Research
    and Development
    Selling,
    General and Administrative Expenses
    Interest
    Expense
    Liquidity
    and Capital Resources
   17




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##### Table of Contents



Going
    Concern
      and/or
    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 18




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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.    Rule 13a-15(e) Rule 15d-15(e)
  (b)
    Changes in Internal Controls   19




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings.    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.                Item 3.
    Defaults
    Upon Senior Securities.   20




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders.      Shares Voted

VotesFOR

WithheldDavid H. Fater


16,310,290



527,500James E. Skinner


16,310,290



527,500     Shares Voted

Shares Voted

Shares

BrokerFOR

AGAINST

ABSTAINING

NON-VOTE16,369,164



465,700



3340



0     Shares Voted

Shares Voted

Shares

BrokerFOR

AGAINST

ABSTAINING

NON-VOTE14,893,999



117,209



106,040,



0   Item 5.
    Other
    Information.    Item 6.
    Exhibits    Exhibit No.

Description10
.1

Employment Agreement dated as of April 1, 2008 between
    Vicor Technologies, Inc. and Dr. Daniel N. Weiss
    (incorporated by reference to Exhibit 10.1 in the
    Companys report on
    Form 8-K
    filed with the SEC on April 17, 2008)31
.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 21




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##### Table of Contents



SIGNATURES       By:
    /s/  David
    H. Fater    22