##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
 (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, 2010
 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
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS
  o þ




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##### Table of Contents



EXPLANATORY NOTE
    2




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##### 



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q/A for the Period Ended March 31, 2010
  
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2009 and March 31, 2010 (unaudited)
    
    
    4Condensed Consolidated Statements of Operations for the three months ending March 31, 2009
and 2010 and the period from August 4, 2000 (inception) through March 31, 2010 (unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the three months ending March 31, 2009
and 2010 and the period from August 4, 2000 (inception) through March 31, 2010 (unaudited)
    
    
    6Condensed Consolidated Statement of Changes in Net Capital Deficiency for the three months
ending March 31, 2010 (unaudited)
    
    
    8Notes to Condensed Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 4T. Controls and Procedures
    
    
    25PART II  Other Information
    
    
    25Item 6. Exhibits
    
    
    25Signatures
    
    
    26
  3




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##### Table of Contents



Vicor Technologies,Inc.
(A Development Stage Company)  
 Condensed Consolidated Balance Sheets  As of December 31, 2009 and March 31, 2010
(Unaudited)
 December 31,
    
    
    March 31,2009
    
    
    2010ASSETSCurrent assets:Cash
    
    $
    544,000
    
    
    $
    308,000Accounts receivable
    
    
    
    
    
    
    92,000Inventory
    
    
    
    
    
    
    40,000Prepaid expenses
    
    
    74,000
    
    
    
    81,000Total current assets
    
    
    618,000
    
    
    
    521,000Property and equipment:Equipment
    
    
    35,000
    
    
    
    129,000Furniture and fixtures
    
    
    24,000
    
    
    
    24,000Less accumulated depreciation
    
    
    (38,000
    )
    
    
    (42,000
    )Net property and equipment
    
    
    21,000
    
    
    
    111,000Other assets:Deposits
    
    
    12,000
    
    
    
    16,000Deferred charges
    
    
    168,000
    
    
    
    80,000Intellectual property, net of accumulated amortization of $223,000 and
and $234,000 at December 31, 2009 and March 31, 2010, respectively
    
    
    229,000
    
    
    
    218,000$
    1,048,000
    
    
    $
    946,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    600,000
    
    
    $
    874,000Current debt
    
    
    460,000
    
    
    
    660,000Due to related parties
    
    
    100,000
    
    
    
    100,000Total current liabilities
    
    
    1,160,000
    
    
    
    1,634,000Long-term liabilities:Long-term debt
    
    
    1,251,000
    
    
    
    1,172,000Accrued dividends
    
    
    833,000
    
    
    
    959,000Derivative financial instruments payable in shares of common stock
    
    
    4,414,000
    
    
    
    5,135,000Total long-term liabilities
    
    
    6,498,000
    
    
    
    7,266,000Commitments 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, 2009 and March 31, 2010, respectively;
preference in liquidation of $751,000 and $767,000 at
December 31, 2009 and March 31, 2010, respectively
    
    
    
    
    
    
    Series B Voting Junior Convertible Cumulative, 5,210,101 shares
issued and outstanding at December 31, 2009 and March 31, 2010,
respectively; preference in liquidation of $5,413,000 and $5,523,000
at December 31, 2009 and March 31, 2010, respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized;41,813,959 and 42,933,973 shares issued and outstanding at
December 31, 2009 and March 31, 2010, respectively
    
    
    4,000
    
    
    
    4,000Additional paid-in capital
    
    
    46,848,000
    
    
    
    47,952,000Deficit accumulated during the development stage
    
    
    (53,462,000
    )
    
    
    (55,910,000
    )Net capital deficiency
    
    
    (6,610,000
    )
    
    
    (7,954,000
    )$
    1,048,000
    
    
    $
    946,000
  4




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##### Table of Contents



Vicor Technologies,Inc.
(A Development Stage Company)  
 Condensed Consolidated Statements of Operations  For the three months ended March 31, 2009 and 2010 and
For the period from August 4, 2000 (inception) to March 31, 2010
(Unaudited)
 Period fromAugust 4,
    
    
    Period from2000
    
    
    August 4, 2000Three months
    
    
    Three months
    
    
    (Inception) to
    
    
    (Inception) toended March
    
    
    ended March
    
    
    March 31,
    
    
    December 31,31, 2009
    
    
    31, 2010
    
    
    2010
    
    
    2009Revenues
    
    $
    
    
    
    $
    100,000
    
    
    $
    944,000
    
    
    $
    844,000Operating expenses:Cost of sales
    
    
    
    
    
    
    85,000
    
    
    
    85,000
    
    
    
    Research and development
    
    
    199,000
    
    
    
    157,000
    
    
    
    15,184,000
    
    
    
    15,027,000Selling, general and administrative expenses
    
    
    590,000
    
    
    
    1,369,000
    
    
    
    30,463,000
    
    
    
    29,094,000Interest expense
    
    
    63,000
    
    
    
    445,000
    
    
    
    8,573,000
    
    
    
    8,128,000Loss from extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    1,266,000
    
    
    
    1,266,000Total operating expenses
    
    
    852,000
    
    
    
    2,056,000
    
    
    
    55,571,000
    
    
    
    53,515,000Gain (loss) on derivative financial instruments
    
    
    (294,000
    )
    
    
    (117,000
    )
    
    
    2,040,000
    
    
    
    2,157,000Net loss
    
    
    (1,146,000
    )
    
    
    (2,073,000
    )
    
    
    (52,587,000
    )
    
    
    (50,514,000
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    480,000
    
    
    
    480,000Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (101,000
    )
    
    
    (126,000
    )
    
    
    (1,039,000
    )
    
    
    (913,000
    )Amortization of derivative discount on Series B
preferred stock
    
    
    (228,000
    )
    
    
    (249,000
    )
    
    
    (1,228,000
    )
    
    
    (979,000
    )Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    (1,536,000
    )
    
    
    (1,536,000
    )Total dividends for the
benefit of preferred
stockholders
    
    
    (329,000
    )
    
    
    (375,000
    )
    
    
    (3,803,000
    )
    
    
    (3,428,000
    )Net loss applicable to common stock
    
    $
    (1,475,000
    )
    
    $
    (2,448,000
    )
    
    $
    (55,910,000
    )
    
    $
    (53,462,000
    )Net loss per common share  basic and diluted
    
    $
    (0.04
    )
    
    $
    (0.06
    )Weighted average number of shares of common shares outstanding
    
    
    35,010,142
    
    
    
    42,425,945
  5




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2009 and 2010 and
From August 4, 2000 (inception) to March 31, 2010
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2010
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (1,146,000
    )
    
    $
    (2,073,000
    )
    
    $
    (52,587,000
    )Adjustment to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    12,000
    
    
    
    15,000
    
    
    
    338,000Noncash interest imputed upon conversion of debt to equity
    
    
    32,000
    
    
    
    
    
    
    
    5,620,000Noncash interest from deferred financing costs and debt-based
derivative liabilities
    
    
    
    
    
    
    371,000
    
    
    
    2,692,000Loss (gain) on derivative financial instruments
    
    
    294,000
    
    
    
    117,000
    
    
    
    (2,040,000
    )Loss from sale of assets
    
    
    
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    7,000
    
    
    
    29,000
    
    
    
    1,170,000Beneficial conversion feature of notes payable
    
    
    
    
    
    
    10,000
    
    
    
    211,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    
    
    
    
    
    
    
    
    523,000Shares in lieu of interest payments
    
    
    6,000
    
    
    
    1,000
    
    
    
    381,000Equity-based compensation
    
    
    142,000
    
    
    
    286,000
    
    
    
    18,951,000Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (92,000
    )
    
    
    (92,000
    )Inventory
    
    
    
    
    
    
    (40,000
    )
    
    
    (40,000
    )Prepaid expenses and other assets
    
    
    (20,000
    )
    
    
    (11,000
    )
    
    
    (434,000
    )Accounts payable and accrued expenses
    
    
    170,000
    
    
    
    274,000
    
    
    
    1,847,000Net cash used in operating activities
    
    
    (503,000
    )
    
    
    (1,113,000
    )
    
    
    (23,317,000
    )Cash flows from investing activities:Purchase of intellectual property
    
    
    
    
    
    
    
    
    
    
    (237,000
    )Net proceeds from sale of equipment
    
    
    
    
    
    
    
    
    
    
    59,000Purchase of property and equipment
    
    
    
    
    
    
    (93,000
    )
    
    
    (270,000
    )Net cash used in investing activities
    
    
    
    
    
    
    (93,000
    )
    
    
    (448,000
    )Cash flows from financing activities:Due to related parties
    
    
    
    
    
    
    
    
    
    
    100,000Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    300,000Proceeds from sale of preferred stock
    
    
    261,000
    
    
    
    
    
    
    
    2,915,000Proceeds from sale of common stock
    
    
    128,000
    
    
    
    
    
    
    
    11,268,000Repayment of notes
    
    
    
    
    
    
    
    
    
    
    (905,000
    )Proceeds from bridge loan
    
    
    200,000
    
    
    
    
    
    
    
    300,000Proceeds from sale of notes
    
    
    
    
    
    
    970,000
    
    
    
    9,901,000Proceeds for stock to be issued
    
    
    
    
    
    
    
    
    
    
    16,000Contributed capital
    
    
    
    
    
    
    
    
    
    
    178,000Net cash provided by financing activities
    
    
    589,000
    
    
    
    970,000
    
    
    
    24,073,000Net increase (decrease) in cash
    
    
    86,000
    
    
    
    (236,000
    )
    
    
    308,000Cash at beginning of period
    
    
    182,000
    
    
    
    544,000
    
    
    
    Cash at end of period
    
    $
    268,000
    
    
    $
    308,000
    
    
    $
    308,000
  6




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2009 and 2010 and
From August 4, 2000 (inception) to March 31, 2010
(Unaudited)
 Period fromThree months
    
    
    Three months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toMarch 31,
    
    
    March 31,
    
    
    March 31,2009
    
    
    2010
    
    
    2010Supplemental 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
    
    
    
    
    
    
    
    
    
    
    261,000Warrants issued in connection with 8% Subordinated Convertible Notes
    
    
    
    
    
    
    134,000
    
    
    
    251,000Cash paid for interest expense
    
    
    23,000
    
    
    
    18,000
    
    
    
    977,000Accrued equity-based compensation
    
    
    
    
    
    
    
    
    
    
    41,000Accrued dividends
    
    
    101,000
    
    
    
    126,000
    
    
    
    2,509,000Interest on promissory notes paid in common stock
    
    
    
    
    
    
    
    
    
    
    520,000Related-party accrual converted to common stock
    
    
    
    
    
    
    
    
    
    
    561,000Conversion of debt to Series B Preferred Stock
    
    
    
    
    
    
    
    
    
    
    1,567,000Conversion of notes to common stock
    
    
    40,000
    
    
    
    404,000
    
    
    
    5,013,000Accrued expenses paid with preferred stock
    
    
    108,000
    
    
    
    
    
    
    
    108,000Accrued expenses paid with common stock
    
    
    772,000
    
    
    
    
    
    
    
    772,000Fair value of equity-based derivative financial instruments issued
    
    
    366,000
    
    
    
    
    
    
    
    816,000Fair value of debt-based derivative financial instruments issued
    
    
    
    
    
    
    
    
    
    
    1,046,000Deferred costs paid with common stock
    
    
    
    
    
    
    
    
    
    
    358,000Derivative discount on Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    341,000Conversion of Series B preferred stock and accrued dividends to common
stock
    
    
    
    
    
    
    
    
    
    
    82,000
  7




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##### Table of Contents



Vicor Technologies, Inc.
(A Development Stage Company)  
 Condensed Consolidated Statements of Stockholders Equity
For the three months ended March 31, 2010
(Unaudited)
 Preferred Stock
    
    
    AdditionalCommon Stock
    
    
    Class A
    
    
    Class B
    
    
    Paid-In
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    TotalBalance at December 31, 2009
    
    
    41,813,959
    
    
    $
    4,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,210,101
    
    
    $
    
    
    
    $
    46,848,000
    
    
    $
    (53,462,000
    )
    
    $
    (6,610,000
    )Accrued dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126,000
    )
    
    
    (126,000
    )Issuance of stock for interest payments
    
    
    1,092
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Issuance of stock for services
    
    
    193,998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136,000
    
    
    
    
    
    
    
    136,000Issuance of stock options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179,000
    
    
    
    
    
    
    
    179,000Issuance of stock for conversion of notes payable
    
    
    899,924
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    404,000
    
    
    
    
    
    
    
    404,000Warrants issued related to notes payable transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,000
    
    
    
    
    
    
    
    135,000Exercise of warrants
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of discounts related to derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249,000
    
    
    
    (249,000
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,073,000
    )
    
    
    (2,073,000
    )Balance at March 31, 2010
    
    
    42,933,973
    
    
    $
    4,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,210,101
    
    
    $
    
    
    
    $
    47,952,000
    
    
    $
    (55,910,000
    )
    
    $
    (7,954,000
    )
  8




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##### Table of Contents



NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
 Organization
   Nature of the business
 ® ® ® ® VS ®
   Risks
  9




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##### Table of Contents



NOTE 2 LIQUIDITY
    NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
 Basis of Presentation
    10




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##### Table of Contents



Cumulative Effect of a Change in Accounting Principle
   Derivativefinancialinstrumentspayable in shares
    
    
    Additional paid-
    
    
    Accumulatedof common stock
    
    
    in capital
    
    
    deficitAggregate fair value at issuance
    
    $
    (4,568,000
    )
    
    $
    4,568,000
    
    
    $
    2008 mark-to-market gain
    
    
    999,000
    
    
    
    
    
    
    
    (999,000
    )2008 preferred dividend for discount amortization
    
    
    
    
    
    
    (519,000
    )
    
    
    519,000As recorded on January 1, 2009
    
    $
    (3,569,000
    )
    
    $
    4,049,000
    
    
    $
    (480,000
    )
  Concentration of Credit Risk
   Accounts receivable
  Inventory
  11




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##### Table of Contents



Property and Equipment
  Research and Development Costs
  Revenue Recognition
       Cash and Cash Equivalents
  Intellectual Property
  December 31,
    
    
    March 31,2009
    
    
    2010Patents
    
    $
    252,000
    
    
    $
    252,000Purchased software
    
    
    200,000
    
    
    
    200,000452,000
    
    
    
    452,000Less accumulated amortization
    
    
    (223,000
    )
    
    
    (234,000
    )Net intellectual property
    
    $
    229,000
    
    
    $
    218,000
 12




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##### Table of Contents



Use of Estimates
  Accounting for Stock-Based Compensation
   Financial Instruments
        13




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##### Table of Contents



Long-Lived Assets
  Recent Accounting Pronouncements
  Reclassifications
  NOTE 4 CURRENT DEBT
  December 31,
    
    
    March 31,2009
    
    
    20102004 Notes
    
    $
    250,000
    
    
    $
    250,00012% Convertible Promissory Notes
    
    
    110,000
    
    
    
    110,000Bank loans
    
    
    100,000
    
    
    
    300,000Balance
    
    $
    460,000
    
    
    $
    660,000
 2004 Notes
  12% Convertible Promissory Notes
  Bank Loans
  NOTE 5 LONG-TERM DEBT
  December 31,
    
    
    March 31,2009
    
    
    20108% Convertible Notes
    
    $
    773,000
    
    
    $
    560,0008% Subordinated Convertible Notes
    
    
    278,000
    
    
    
    612,000Bank loans
    
    
    200,000
    
    
    
    Balance
    
    $
    1,251,000
    
    
    $
    1,172,000
 14




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##### Table of Contents



8% Convertible Notes
   December 31,
    
    
    March 31,2009
    
    
    20108% Notes sold
    
    $
    2,671,000
    
    
    $
    2,671,0008% Notes converted
    
    
    (1,574,000
    )
    
    
    (1,978,000
    )1,097,000
    
    
    
    693,000Unamortized discount
    
    
    (324,000
    )
    
    
    (133,000
    )Balance
    
    $
    773,000
    
    
    $
    560,000
  8% Subordinated Convertible Notes
     December 31,
    
    
    March 31,2009
    
    
    20108% Subordinated Notes sold
    
    $
    903,000
    
    
    $
    1,873,000Unamortized discount
    
    
    (625,000
    )
    
    
    (1,261,000
    )Balance
    
    $
    278,000
    
    
    $
    612,000
 15




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NOTE 6  PREFERRED STOCK
        16




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##### Table of Contents



NOTE 7  OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
   AverageYear of
    
    
    
    
    
    exerciseexpiration
    
    Quantity
    
    price2010
    
    
    62,492
    
    
    $
    2.502011
    
    
    580,414
    
    
    $
    2.442013
    
    
    9,128,463
    
    
    $
    0.952014
    
    
    2,954,473
    
    
    $
    0.952015
    
    
    750,000
    
    
    $
    1.002016
    
    
    10,000
    
    
    $
    1.252017
    
    
    375,000
    
    
    $
    1.00
  
    
    25,000 shares of common stock were issued upon the exercise of 25,000 warrants at an
exercise price of $0.01 per share.
    
    475,000 options were issued to employees and consultants at exercise prices ranging from
$.65 per share to $.71 per share pursuant to the 2008 Stock Option Plan. The options vest
ratably over a 12-month period and expire 7 years after the grant date.
    
    1,462,500 warrants to purchase common stock were issued in connection with the sale of 8%
Subordinated Notes. The warrants are immediately exercisable at $1.00 per share and have a
five-year term.
 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.
  17




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##### Table of Contents



Recurring Fair Value Measurement Valuation Techniques
  Derivative Financial Instruments
  Beneficial
    
    BeneficialConversion 
    
    Conversion Warrants
    
    Preferred Stock
    
    Convertible NotesYear ended December 31, 2009:Risk-free interest rate
    
    
    1.87% - 3.02
    %
    
    
    1.87% - 3.02
    %
    
    
    1.30% - 3.02
    %Expected volatility
    
    
    63%
    
    
    
    63%
    
    
    
    63%Expected life (in years)
    
    
    3.25 - 5.00
    
    
    
    3.25 - 5.00
    
    
    
    1.0 - 2.5Expected dividend yield
    
    
    0%
    
    
    
    0%
    
    
    
    0%Quarter ended March 31, 2010:Risk-free interest rate
    
    
    2.55%
    
    
    
    2.55%
    
    
    
    1.02% - 1.43%Expected volatility
    
    
    63%
    
    
    
    63%
    
    
    
    63%Expected life (in years)
    
    
    2.75 - 4.50
    
    
    
    2.75 - 4.50
    
    
    
    1.5 - 3.0Expected dividend yield
    
    
    0%
    
    
    
    0%
    
    
    
    0%
  Level 3 Assets and Liabilities
  18




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Quotedprices inactivemarkets for
    
    
    Significant
    
    
    Significantidentical
    
    
    other observable
    
    
    unobservableliabilities
    
    
    inputs
    
    
    inputsFair Value
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Liabilities:Derivative financial instruments  December 31,
2009
    
    $
    4,414,000
    
    
    $
    
    
    
    $
    
    
    
    $
    4,414,000Derivative financial instruments  March 31, 2010
    
    $
    5,135,000
    
    
    $
    
    
    
    $
    
    
    
    $
    5,135,000
  Beneficial
    
    
    BeneficialConversion 
    
    
    Conversion Preferred
    
    
    ConvertibleWarrants
    
    
    Stock
    
    
    Notes
    
    
    TotalBalance, January 1, 2010
    
    $
    1,871,000
    
    
    $
    1,698,000
    
    
    $
    845,000
    
    
    $
    4,414,000Included in earnings as gain (loss) (1):Realized
    
    
    
    
    
    
    
    
    
    
    (112,000
    )
    
    
    (112,000
    )Unrealized (2)
    
    
    212,000
    
    
    
    142,000
    
    
    
    (125,000
    )
    
    
    229,000Purchases, sales, and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements and issuances  net
    
    
    
    
    
    
    
    
    
    
    604,000
    
    
    
    604,000Net transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2010
    
    $
    2,083,000
    
    
    $
    1,840,000
    
    
    $
    1,212,000
    
    
    $
    5,135,000
 
 (1)
    
    Gain included in earnings is reported as gain (loss) on derivative financial
instruments.(2)
    
    Total unrealized loss related to Level 3 instruments held at March 31, 2010. NOTE 9  RELATED PARTY TRANSACTIONS
    19




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NOTE 10  RETIREMENT PLAN
  NOTE 11  COMMITMENTS AND CONTINGENCIES
  NOTE 12 SUBSEQUENT EVENTS
   20




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward-Looking Statements
  Plan of Operations
   1.
    
    Increasing sales of the PD2i Analyzer to physicians in the United States through the use
of independent distributors and direct sales personnel.2.
    
    Raising additional capital with which to expand the sales and administrative
infrastructure and fund ongoing operations until our operations generate positive cash flow.3.
    
    Completing various clinical trials and 510(k) submission(s) to secure additional
marketing claims for the PD2i Analyzer to enhance and accelerate marketing efforts.4.
    
    Initiating international sales of the PD2i Analyzer and PD2i-VS (Vital Sign), including
securing CE Mark Clearance, if required.
  Critical Accounting Estimates
  Research and Development Costs
  21




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##### Table of Contents



Intellectual Property
  Revenue Recognition
  Accounting for Stock-Based Compensation
  Accounting for Derivative Financial Instruments
  Fair Value of Financial Instruments
   22




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##### Table of Contents



Results of Operations
  Inception toThree months ended March 31,
    
    
    
    
    
    
    March 312009
    
    
    
    
    
    
    2010
    
    
    
    
    
    
    2010(UNAUDITED)
    
    
    
    
    
    
    (UNAUDITED)Revenues
    
    $
    
    
    
    
    0.0
    %
    
    $
    100,000
    
    
    
    4.8
    %
    
    $
    944,000
    
    
    
    1.8
    %Operating expenses:Cost of sales
    
    
    
    
    
    
    0.0
    %
    
    
    85,000
    
    
    
    4.1
    %
    
    
    85,000.00
    
    
    
    0.2
    %Research and development
    
    
    199,000
    
    
    
    23.4
    %
    
    
    157,000
    
    
    
    7.6
    %
    
    
    15,184,000
    
    
    
    27.3
    %Selling, general and administrative expenses
    
    
    590,000
    
    
    
    69.3
    %
    
    
    1,369,000
    
    
    
    66.7
    %
    
    
    30,463,000
    
    
    
    54.8
    %Interest expense
    
    
    63,000
    
    
    
    7.3
    %
    
    
    445,000
    
    
    
    21.6
    %
    
    
    8,573,000
    
    
    
    15.4
    %Loss from extinguishment of debt
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    1,266,000
    
    
    
    2.3
    %Total operating expenses
    
    
    852,000
    
    
    
    100.0
    %
    
    
    2,056,000
    
    
    
    100.0
    %
    
    
    55,571,000
    
    
    
    100.0
    %Gain/(loss) on derivative financial instruments
    
    
    (294,000
    )
    
    
    -25.7
    %
    
    
    (117,000
    )
    
    
    -5.6
    %
    
    
    2,040,000
    
    
    
    3.9
    %Net loss
    
    
    (1,146,000
    )
    
    
    -125.7
    %
    
    
    (2,073,000
    )
    
    
    -100.8
    %
    
    
    (52,587,000
    )
    
    
    -94.3
    %Cumulative effect of change in accounting principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    480,000
    
    
    
    -0.9
    %Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (101,000
    )
    
    
    -8.8
    %
    
    
    (126,000
    )
    
    
    -6.1
    %
    
    
    (1,039,000
    )
    
    
    -2.0
    %Amortization of derivative discount on Series B
preferred stock
    
    
    (228,000
    )
    
    
    -19.9
    %
    
    
    (249,000
    )
    
    
    -12.0
    %
    
    
    (1,228,000
    )
    
    
    -2.3
    %Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    (1,536,000
    )
    
    
    -2.9
    %Total dividends for the
benefit of preferred
stockholders
    
    
    (329,000
    )
    
    
    -28.7
    %
    
    
    (375,000
    )
    
    
    -18.1
    %
    
    
    (3,803,000
    )
    
    
    -7.2
    %Net loss applicable to common stock
    
    $
    (1,475,000
    )
    
    
    -154.4
    %
    
    $
    (2,448,000
    )
    
    
    -118.9
    %
    
    $
    (55,910,000
    )
    
    
    -102.4
    %Net loss per common share  basic and diluted
    
    $
    (0.04
    )
    
    
    
    
    
    $
    (0.06
    )Weighted average number of shares of common shares outstanding
    
    
    35,010,142
    
    
    
    
    
    
    
    42,425,945
 Three months ended March 31, 2010 compared to the three months ended March 31, 2009
 Revenues
  Cost of Sales
  Research and Development
  23




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Selling, General and Administrative Expenses
  Interest Expense
  Liquidity and Capital Resources
     Going Concern
   24




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Off-Balance Sheet Arrangements
  
    
    A retained or contingent interest in assets transferred to the unconsolidated entity
or similar arrangement that serves as credit;
    
    Liquidity or market risk support to such entity for such assets; 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 4T. Controls and Procedures.
     
 PART II  OTHER INFORMATION
 
 Item 6. Exhibits
 Exhibit No.
    
    Description10.1
    
    Form of 8% Subordinated Convertible Note (incorporated by reference to Exhibit 10.1 in
the Companys Quarterly Report on Form 10-Q filed with the SEC on May 11, 2010).10.2
    
    Employment Agreement dated January 1, 2009 between Vicor Technologies, Inc. and Jerry
Anchin (incorporated by reference to Exhibit 10.2 in the Companys Quarterly Report on
Form 10-Q filed with the SEC on May 11, 2010).10.3
    
    Employment agreement dated January 1, 2009 between Victor Technologies, Inc. and James
Skinner (incorporated by reference to Exhibit 10.3 in the Companys Quarterly Report on
Form 10-Q filed with the SEC on May 11, 2010).31.1
    
    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 25




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SIGNATURES
  Dated: September 17, 2010
    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 26