##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 AMENDMENT No. 1
toFORM 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 March 31, 2009
 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
(State or other jurisdiction of 
incorporation or organization)
    
    20-2903491
(I.R.S. Employer
Identification No.)2300 NW Corporate Boulevard, Suite 123, Boca Raton, Florida
(Address of principal executive office)
    
    33431
(Zip Code)
 (561) 995-7313
 þ o
 o 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




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##### Table of Contents



2




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##### 



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q for the Period Ended March 31, 2009
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009 (Revised) (unaudited)
    
    
    4Condensed Consolidated Statements of Operations for the three months ending March 31, 2008 and 2009 (Revised) and the period from August 4, 2000 (inception) through March 31, 2009 (Revised) (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ending March 31, 2008 and 2009 (Revised) and the period from August 4, 2000 (inception) through March 31, 2009 (Revised) (unaudited)
    
    
    6Condensed Consolidated Statement of Changes in Net Capital Deficiency for the Three Months ended March 31, 2009 (Revised) (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 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
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    21EX-31.1EX-31.2EX-32.1
  3




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheets
As of December 31, 2008 and March 31, 2009 (Revised)
 (UNAUDITED)
 December 31, 2008
    
    
    March 31, 2009ASSETSCurrent assets:Cash
    
    $
    182,000
    
    
    $
    268,000Prepaid expenses
    
    
    14,000
    
    
    
    51,000Total current assets
    
    
    196,000
    
    
    
    319,000Furniture and fixtures, net of accumulated depreciation of $62,000
and $63,000 at December 31, 2008 and March 31, 2009, respectively
    
    
    2,000
    
    
    
    1,000Other assetsDeposits
    
    
    12,000
    
    
    
    12,000Intellectual property, net of accumulated amortization of
$186,000 and $195,000 at December 31, 2008 and March 31, 2009,
respectively
    
    
    266,000
    
    
    
    257,000$
    476,000
    
    
    $
    589,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,000,000
    
    
    $
    845,000Notes payable:Colonial Bank
    
    
    300,000
    
    
    
    300,0002004 notes
    
    
    250,000
    
    
    
    250,00012% convertible promissory notes
    
    
    150,000
    
    
    
    110,00015% promissory notes
    
    
    100,000
    
    
    
    100,000Other
    
    
    100,000
    
    
    
    300,000Due to related parties
    
    
    100,000
    
    
    
    100,000Accrued dividends payable
    
    
    434,000
    
    
    
    535,000Total current liabilities
    
    
    2,434,000
    
    
    
    2,540,000Derivative financial instruments payable in shares of common stock
    
    
    
    
    
    
    4,229,000Commitments and contingenciesNet capital deficiency:Preferred stock, $.0001 par value; 10,000,000 shares authorized:Series A Convertible Cumulative, 157,592 shares issued and
outstanding at December 31, 2008 and March 31, 2009,
respectively
    
    
    
    
    
    
    Series B Voting Junior Convertible Cumulative 4,781,295 and
5,250,851 shares issued and outstanding at December 31,
2008 and March 31, 2009, respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized;
32,971,619 and 35,676,314 shares issued and outstanding at
December 31, 2008 and March 31, 2009, respectively
    
    
    3,000
    
    
    
    4,000Additional paid-in capital
    
    
    44,782,000
    
    
    
    42,042,000Stock subscriptions in process
    
    
    577,000
    
    
    
    89,000Deficit accumulated during the development stage
    
    
    (47,320,000
    )
    
    
    (48,315,000
    )Net capital deficiency
    
    

    (1,958,000
    )
    
    
    (6,180,000
    )$
    476,000
    
    
    $
    589,000
  4




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Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2008 and 2009 (Revised) and
From August 4, 2000 (inception) to March 31, 2009 (Revised)
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    August 4, 2000ended March 31,
    
    
    ended March 31,
    
    
    (inception) through2008
    
    
    2009
    
    
    March 31, 2009(Revised)
    
    
    (Revised)Revenues
    
    $
    
    
    
    $
    
    
    
    $
    844,000Operating expenses:Research and development
    
    
    242,000
    
    
    
    199,000
    
    
    
    14,262,000General and administrative
    
    
    444,000
    
    
    
    580,000
    
    
    
    25,687,000Depreciation and amortization
    
    
    10,000
    
    
    
    10,000
    
    
    
    292,000Interest
    
    
    458,000
    
    
    
    63,000
    
    
    
    6,805,000Total operating expenses
    
    
    1,154,000
    
    
    
    852,000
    
    
    
    47,046,000Other expense
    
    
    
    
    
    
    294,000
    
    
    
    294,000Net loss
    
    
    (1,154,000
    )
    
    
    (1,146,000
    )
    
    
    (46,496,000
    )Dividends for the benefit of preferred stock:Payable on Series A and Series B preferred stock
    
    
    (22,000
    )
    
    
    (101,000
    )
    
    
    (535,000
    )Series B  amortization of discounts arising from
issuances of derivative financial instruments
    
    
    
    
    
    
    (228,000
    )
    
    
    (228,000
    )Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    (718,000
    )
    
    
    
    
    
    
    (1,536,000
    )Total dividends for the benefit of preferred stock
    
    
    (740,000
    )
    
    
    (329,000
    )
    
    
    (2,299,000
    )Net loss applicable to common stock
    
    $
    (1,894,000
    )
    
    $
    (1,475,000
    )
    
    $
    (48,795,000
    )Net loss per common share  basic and diluted
    
    $
    (0.07
    )
    
    $
    (0.04
    )Weighted average number of shares of common stock outstanding
    
    
    26,184,754
    
    
    
    35,010,142
  5




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Vicor Technologies, Inc.
(A Development Stage Company)
 
 Condensed Consolidated Statements of Cash Flows
 For the three months ended March 31, 2008 and 2009 (Revised) and
 From August 4, 2000 (inception) to March 31, 2009 (Revised)
 (Unaudited)
 Period fromThree Months
    
    
    Three Months
    
    
    August 4, 2000ended March
    
    
    ended March
    
    
    (Inception) to31, 2008
    
    
    31,2009
    
    
    March 31, 2009(Revised)
    
    
    (Revised)Cash flows from operating activities:Net loss
    
    $
    (1,154,000
    )
    
    $
    (1,146,000
    )
    
    $
    (46,496,000
    )Adjustment to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    10,000
    
    
    
    12,000
    
    
    
    294,000Noncash interest imputed upon issuance of equity securities
    
    
    332,000
    
    
    
    32,000
    
    
    
    5,321,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    294,000
    
    
    
    294,000Loss from sale of assets
    
    
    
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    
    
    
    
    7,000
    
    
    
    208,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    
    
    
    
    
    
    
    
    523,000Shares in lieu of interest payments
    
    
    
    
    
    
    6,000
    
    
    
    267,000Warrants issued for consulting
    
    
    
    
    
    
    
    
    
    
    204,000Equity-based compensation
    
    
    34,000
    
    
    
    142,000
    
    
    
    18,187,000Changes in assets and liabilities:
    
    
    
    
    
    
    Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Prepaid expenses and other assets
    
    
    
    
    
    
    (20,000
    )
    
    
    (116,000
    )Accounts payable and accrued expenses
    
    
    94,000
    
    
    
    170,000
    
    
    
    1,928,000Net cash used in operating activities
    
    
    (684,000
    )
    
    
    (503,000
    )
    
    
    (19,259,000
    )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:Due to related parties
    
    
    
    
    
    
    
    
    
    
    315,000Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    300,000Proceeds from sale of preferred stock
    
    
    1,017,000
    
    
    
    261,000
    
    
    
    2,825,000Proceeds from sale of common stock
    
    
    7,000
    
    
    
    128,000
    
    
    
    11,268,000Repayment of notes
    
    
    (100,000
    )
    
    
    
    
    
    
    (605,000
    )Proceeds from bridge loan
    
    
    
    
    
    
    200,000
    
    
    
    200,000Proceeds from sale of notes
    
    
    300,000
    
    
    
    
    
    
    
    5,362,000Contributed capital
    
    
    
    
    
    
    
    
    
    
    178,000Proceeds for stock to be issued
    
    
    
    
    
    
    
    
    
    
    16,000Net cash provided by financing activities
    
    
    1,224,000
    
    
    
    589,000
    
    
    
    19,859,000Net increase in cash
    
    
    540,000
    
    
    
    86,000
    
    
    
    268,000Cash at beginning of period
    
    
    4,000
    
    
    
    182,000
    
    
    
    Cash at end of period
    
    $
    544,000
    
    
    $
    268,000
    
    
    $
    268,000
  6




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Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2008 and 2009 (Revised) and
From August 4, 2000 (inception) to March 31, 2009 (Revised)
(Unaudited)
 Period fromThree Months
    
    
    Three Months
    
    
    August 4, 2000ended March 31,
    
    
    ended March 31,
    
    
    (Inception) to2008
    
    
    2009
    
    
    March 31, 2009(Revised)
    
    
    (Revised)Supplemental cash flow information:Issuance of previously-subscribed common stock
    
    $
    
    
    
    $
    16,000
    
    
    $
    16,000Conversion of accounts payable to note payable
    
    
    
    
    
    
    
    
    
    
    100,000Repurchase of common stock for cancellation of
subscription note receivable
    
    
    
    
    
    
    
    
    
    
    750,000Contributed research and development
    
    
    
    
    
    
    
    
    
    
    95,000Acquisition of intellectual property from related party
    
    
    
    
    
    
    
    
    
    
    200,000Beneficial conversion features for promissory notes
    
    
    
    
    
    
    
    
    
    
    912,000Warrants issued in connection with 15% promissory notes
    
    
    
    
    
    
    
    
    
    
    261,000Cash paid for interest expense
    
    
    114,000
    
    
    
    23,000
    
    
    
    895,000Accrued equity-based compensation
    
    
    46,000
    
    
    
    
    
    
    
    41,000Accrued dividends
    
    
    740,000
    
    
    
    101,000
    
    
    
    2,071,000Interest on promissory notes paid in common stock
    
    
    
    
    
    
    
    
    
    
    520,000Promissory notes converted to common stock
    
    
    
    
    
    
    
    
    
    
    912,000Related party accrual converted to common stock
    
    
    325,000
    
    
    
    
    
    
    
    561,000Conversion of debt to series B Preferred Stock
    
    
    
    
    
    
    
    
    
    
    1,567,000Conversion of notes payable to common stock
    
    
    
    
    
    
    40,000
    
    
    
    1,819,000Accrued expenses paid with preferred stock
    
    
    
    
    
    
    108,000
    
    
    
    108,000Accrued expenses paid with common stock
    
    
    
    
    
    
    772,000
    
    
    
    772,000Fair value of derivative financial instruments issued
in connection with Series B preferred stock
    
    
    
    
    
    
    366,000
    
    
    
    366,000
  7




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VICOR TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET CAPITAL DEFICIENCY
 FOR THE THREE MONTHS ENDED MARCH 31, 2009 (Revised)
 (UNAUDITED)
 Preferred StockCommon Stock
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Stock
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    Subscribed
    
    
    Deficit
    
    
    TotalBalance at December 31, 2008
    
    
    32,971,619
    
    
    $
    3,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    4,781,295
    
    
    $
    
    
    
    $
    44,782,000
    
    
    $
    577,000
    
    
    $
    (47,320,000
    )
    
    $
    (1,958,000
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,049,000
    )
    
    
    
    
    
    
    480,000
    
    
    
    (3,569,000
    )Issuance of stock for services
    
    
    581,987
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    143,596
    
    
    
    
    
    
    
    334,000
    
    
    
    
    
    
    
    
    
    
    
    335,000Issuance of stock for cash
    
    
    366,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325,960
    
    
    
    
    
    
    
    388,000
    
    
    
    
    
    
    
    
    
    
    
    388,000Stock issued related to notes payable transactions
    
    
    131,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    95,000
    
    
    
    
    
    
    
    
    
    
    
    95,000Issuance of common stock for interest payments
    
    
    3,276
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    2,000Accrued dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101,000
    )
    
    
    (101,000
    )Fair value of derivative financial instruments issued in connection
with Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (366,000
    )
    
    
    
    
    
    
    
    
    
    
    (366,000
    )Issuance of stock options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,000
    
    
    
    
    
    
    
    
    
    
    
    51,000Amortization of discounts related to derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    228,000
    
    
    
    
    
    
    
    (228,000
    )
    
    
    Stock
subscribed:  Issued in payment of accrued compensation
    
    
    1,621,932
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    577,000
    
    
    
    (577,000
    )
    
    
    
    
    
    
    Other item
 net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,000
    
    
    
    
    
    
    
    89,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,146,000
    )
    
    
    (1,146,000
    )Balance at March 31, 2009 (Revised)
    
    
    35,676,314
    
    
    $
    4,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,250,851
    
    
    
    
    
    
    $
    42,042,000
    
    
    $
    89,000
    
    
    $
    (48,315,000
    )
    
    $
    (6,180,000
    )
  8




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##### Table of Contents



NOTE 1  ORGANIZATION AND NATURE OF BUSINESS
 Nature of the Business
 VS OR/ICU
  VS VS
   OR/IU,
 D A N C E
 9




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Basis of Presentation
   Cumulative Effect of a Change in Accounting Principle
  10




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Revision of Quarterly Results
  Original Amount
    
    Adjustment
    

As
RevisedDerivative liability
    
    $
    3,190,000
    
    
    $
    1,039,000
    
    
    $
    4,229,000Additional paid-in capital
    
    $
    (804,000
    )
    
    $
    (3,245,000
    )
    
    $
    (4,049,000
    )Accumulated deficit
    
    $
    (2,215,000
    )
    
    $
    2,695,000
    
    
    $
    480,000Other income
(expense)
    
    $
    90,000
    
    
    $
    (384,000
    )
    
    $
    (294,000
    )Net loss
    
    $

(762,000
    )
    
    $
    (384,000
    )
    
    $

(1,146,000
    )
 Liquidity and Going Concern
    11




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##### Table of Contents



NOTE 2  Summary of Significant Accounting Policies
 Revenue Recognition
  Use of Estimates
  Accounting for Stock-Based Compensation
   NOTE 3  DEBT
 12% Convertible Promissory Notes
  Other Notes Payable
  NOTE 4  OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
  
    
    January  669,710 at an exercise price of $1.00, 19,500 at an exercise price of
$0.50, and 19,500 at an exercise price of $0.01. All warrants are immediately exercisable
and expire in January 2014.
    
    February  52,500 at an exercise price of $0.50 per share and 52,500 at an exercise
price of $0.01 per share. All warrants are immediately exercisable and expire in February
2014.
    
    March  134,596 at an exercise price of $1.00 per share. All warrants are immediately
exercisable and expire in March 2014.
  NOTE 5  RELATED PARTY TRANSACTIONS
  12




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##### Table of Contents



NOTE 6  COMMITMENTS AND CONTINGENCIES
  NOTE 7  SUBSEQUENT EVENTS
   NOTE 8 FAIR VALUE OF FINANCIAL INSTRUMENTS
   
    
    Level 1  Valuations for assets and liabilities traded in active exchange markets, or
interest in open-end mutual funds that allow a company to sell its ownership interest back
at net asset value (NAV) on a daily basis. Valuations are obtained from readily
available pricing sources for market transactions involving identical assets, liabilities
or funds.
    
    Level 2  Valuations for assets and liabilities traded in less active dealer, or
broker markets, such as quoted prices for similar assets or liabilities or quoted prices
in markets that are not active.
    
    Level 3  Valuations for assets and liabilities that are derived from other valuation
methodologies, such as option pricing models, discounted cash flow models and similar
techniques, and not based on market exchange, dealer, or broker traded transactions. Level
3 valuations incorporate certain assumptions and projections in determining the fair value
assigned to such assets or liabilities.
  Recurring Fair Value Measurement Valuation Techniques
  13




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##### Table of Contents



Derivative Financial Instruments
  January 1, 2009
    
    March 31, 2009Conversion feature:Risk-free interest rate
    
    
    2.10
    %
    
    
    1.87
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Warrants:Risk-free interest rate
    
    
    2.10
    %
    
    
    1.87
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Fair value:Conversion feature
    
    $
    1,664,000
    
    
    $
    2,018,000Warrants
    
    $
    1,905,000
    
    
    $
    2,211,000
  Level 3 Assets and Liabilities
   Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable
    
    
    UnobservableLiabilities
    
    
    Inputs
    
    
    InputsFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)LiabilitiesDerivative financial instruments
    
    $
    4,229,000
    
    
    
    
    
    
    $
    
    
    
    $
    4,229,000Total
    
    $
    4,229,000
    
    
    
    
    
    
    $
    
    
    
    $
    4,229,000
  14




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##### Table of Contents



Unrealized LossDerivative  FinancialInstrumentsIncluded in Earnings (1)
    
    $
    294,000Total (2)
    
    $
    294,000Purchases, Sales, Other Settlements and Issuances, Net
    
    
    Net Transfers In and/or (out) of Level 3
    
    
    March 31, 2009
    
    $
    294,000
 
 (1)
    
    Unrealized loss included in earnings is reported in the other expense line item.(2)
    
    Total unrealized loss related to Level 3 instruments held at March 31, 2009. 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward-Looking Statements
  Overview of the Business
 VS OR/ICU
   VS
 15




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##### Table of Contents



VS
  OR/IU,
  1.
    
    Progress in various clinical trials and amendments to our 510(k) submission:
 
    
    In August 2006 the Company started the VITAL Trial, conducted by the Harvard
Clinical Research Institute. The purpose of the trial was to gather sufficient data for
an application to the FDA for clearance to market a claim of SCD risk stratification. In
early 2009 the Company signed a research agreement with the University of Rochester and
the Catalan Institute of Cardiovascular Sciences in Barcelona to collaborate on the PD2i
analysis of data collected for the Merte Subita en Insufficiencia Cardiaca (MUSIC)
trial. The collaboration is entitled Prognostic Significance of Point Correlation
Dimension Algorithm (PD2i) in Chronic Heart Failure. We plan to use the PD2i Cardiac
Analyzer to retrospectively predict SCD in the congestive heart failure patients who
participated in the MUSIC trial. The Company believes this analysis will be completed in
the second half of 2009 and will yield a dataset sufficient to support an immediate
amendment to the existing 510(k) submission to include a claim for SCD in the second
half of 2009 at a fraction of the cost of the VITAL Trial. Consequently, at a meeting of
our Board of Directors on March 19, 2009, we decided to suspend enrollment in the VITAL
Trial in order to conserve capital pending the outcome of the collaboration involving
data obtained from the MUSIC Trial.
    
    P2Di-VS Trauma: We have completed the analysis of 325 civilian trauma files
provided under the research and development agreement with the US Army and expect to
submit an amendment to our 510(k) submission to the FDA for trauma triage and obtain
clearance in the second half of 2009.
    
    PD2i OR/ICU Operating Room/Intensive Care Unit Monitoring: The PD2i-OR/ICUis
planned to be clinically tested in a collaborative effort with the University of
Mississippi Medical Center. The results of this collaborative effort should support a
510(k) amendment to utilize a change in the PD2i value as an early warning to surgeons
and anesthesiologists of a sharply deteriorating condition in a patient during surgery
and also facilitate the assessment of ICU patients being discharged to a step-down unit.
It is anticipated that this trial will be completed and an amendment to our existing
510(k) submission will be filed in the second half of 2009.
    
    PD2i Analyzer  Diabetic Autonomic Neuropathy: We have commenced a clinical trial
at the University of Mississippi Medical Center, expected to be completed by the end of
the second half of 2009, to establish the PD2i Analyzers ability to diagnose diabetic
autonomic neuropathy. The trial, Diabetic Autonomic Neuropathy
Complexity Evaluation has a primary objective of evaluating the
sensitivity and specificity of the PD2i Analyzer in assessing the presence and severity
of diabetic autonomic neuropathy Upon completion of the trial, we will prepare and file
an amendment to our existing 510(k) submission with the FDA.
 2.
    
    Raising additional capital with which to fund ongoing operations and successfully
commencing revenue-generating activities.3.
    
    Securing CE Mark clearance in Europe for the PD2i Cardiac Analyzer and PD2i-VS.4.
    
    Maintaining the Companys selling, general and administrative expenses at approximately
$150,000 to $250,000 per month.
 16




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##### Table of Contents



Critical Accounting Estimates
  Research and Development Costs
  Intellectual Property
  Revenue Recognition
  Accounting for Stock-Based Compensation
  Accounting for Derivative and Financial Instruments
  Fair Value of Financial Instruments
   17




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##### Table of Contents



Results
of Operations
  Three months ended March 31, 2009 compared to the three months ended March 31, 2008
 Three months ended March 31,2008
    
    
    2009(UNAUDITED)
    
    
    (UNAUDITED)Revenue
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %Operating expenses:Research and development
    
    
    242,000
    
    
    
    21.0
    %
    
    
    199,000
    
    
    
    23.3
    %Selling, general and administrative expenses
    
    
    444,000
    
    
    
    38.5
    %
    
    
    580,000
    
    
    
    68.1
    %Depreciation and amortization
    
    
    10,000
    
    
    
    0.9
    %
    
    
    10,000
    
    
    
    1.2
    %Interest expense
    
    
    458,000
    
    
    
    39.6
    %
    
    
    63,000
    
    
    
    7.4
    %Total operating expenses
    
    
    1,154,000
    
    
    
    100.0
    %
    
    
    852,000
    
    
    
    100.0
    %Other expense
    
    
    
    
    
    
    0.0
    %
    
    
    294,000
    
    
    
    -34.5
    %Loss before dividend
    
    
    (1,154,000
    )
    
    
    -100.0
    %
    
    
    (1,146,000
    )
    
    
    -134.5
    %Dividend related to Series A and B preferred stock
    
    
    (22,000
    )
    
    
    -1.9
    %
    
    
    (101,000
    )
    
    
    -11.8
    %Series B amortization of discounts arising from the issuance
of derivative financial instruments
    
    
    
    
    
    
    
    %
    
    
    (228,000
    )
    
    
    -26.8
    %Value of warrants issued in connection with sales of Series B
preferred stock
    
    
    (718,000
    )
    
    
    -62.2
    %
    
    
    
    
    
    
    Total dividends for the benefit of preferred stock
    
    
    (740,000
    )
    
    
    -64.1
    %
    
    
    (329,000
    )
    
    
    -38.6
    %Net loss applicable to common stock
    
    
    (1,894,000
    )
    
    
    -164.1
    %
    
    
    (1,475,000
    )
    
    
    -173.1
    %Net loss per common share-basic
    
    $
    (0.07
    )
    
    
    
    
    
    $
    (0.04
    )Weighted average number of shares of common shares outstanding
    
    
    26,184,754
    
    
    
    
    
    
    
    35,010,142
 Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  Liquidity and Capital Resources
   18




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##### Table of Contents



Going Concern
  Off-Balance Sheet Arrangements
  
    
    A retained or contingent interest in assets transferred to the unconsolidated entity
or similar arrangement that serves as credit;
    
    Liquidity or market risk support to such entity for such
assets; or
    
    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.
     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.
  
 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, Chief Executive Officer,
President and Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.*31.2
    
    
    Certification of Thomas J. Bohannon, Chief Accounting
Officer, pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934.*32.1
    
    
    Certification of David H. Fater, Chief Executive Officer,
President and Chief Financial Officer and Thomas J.
Bohannon, Chief Accounting Officer, of Vicor Technologies,
Inc., pursuant to 18 U.S.C. 1350.*
 
 *
    
    Filed herewith 20




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##### Table of Contents



SIGNATURES
  Dated: August 14, 2009
    Vicor Technologies, Inc.By:
    /s/ David H. FaterDavid H. FaterChief Executive Officer, President and

Chief Financial OfficerBy:
    /s/ Thomas J. BohannonName:
    Thomas J. BohannonTitle:
    Chief Accounting Officer 21