UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 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 
incorporation or organization)
    
    (I.R.S. Employer
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




---



##### 



EXPLANATORY NOTE
    2




---



##### 



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q/A for the Period Ended June 30, 2010
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2009 and June 30, 2010 (unaudited)
    
    
    4Condensed Consolidated Statements of Operations for the three and six months ended June
30, 2009 and 2010 and the period from August 4, 2000 (inception) through June 30, 2010
(unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and
2010 and the period from August 4, 2000 (inception) through June 30, 2010 (unaudited)
    
    
    7Condensed Consolidated Statement of Changes in Net Capital Deficiency for the six months
ended June 30, 2010 (unaudited)
    
    
    9Notes to Condensed Consolidated Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 4T. Controls and Procedures
    
    
    30PART II  Other InformationItem 6. Exhibits
    
    
    30Signatures
    
    
    31
  3




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)
 
 Condensed Consolidated Balance Sheets
 As of December 31, 2009 and June 30, 2010

(Unaudited)
 December 31,    
    
    June 30,2009
    
    
    2010ASSETSCurrent assets:Cash
    
    $
    544,000
    
    
    $
    1,257,000Accounts receivable
    
    
    
    
    
    
    61,000Inventory
    
    
    
    
    
    
    141,000Prepaid expenses
    
    
    74,000
    
    
    
    69,000Total current assets
    
    
    618,000
    
    
    
    1,528,000Property and equipment:Equipment
    
    
    35,000
    
    
    
    142,000Furniture and fixtures
    
    
    24,000
    
    
    
    24,000Less accumulated depreciation
    
    
    (38,000
    )
    
    
    (52,000
    )Net property and equipment
    
    
    21,000
    
    
    
    114,000Other assets:Deposits
    
    
    12,000
    
    
    
    16,000Deferred charges
    
    
    168,000
    
    
    
    731,000Intellectual property, net of accumulated amortization of $223,000 and
$243,000 at December 31, 2009 and June 30, 2010, respectively
    
    
    229,000
    
    
    
    209,000$
    1,048,000
    
    
    $
    2,598,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    600,000
    
    
    $
    994,000Current debt
    
    
    460,000
    
    
    
    660,000Due to related parties
    
    
    100,000
    
    
    
    90,000Total current liabilities
    
    
    1,160,000
    
    
    
    1,744,000Long-term liabilities:Long-term debt
    
    
    1,251,000
    
    
    
    1,662,000Accrued dividends
    
    
    833,000
    
    
    
    1,073,000Derivative financial instruments payable in shares of common stock
    
    
    4,414,000
    
    
    
    6,611,000Total long-term liabilities
    
    
    6,498,000
    
    
    
    9,346,000Commitments 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 June 30, 2010, respectively; preference in
liquidation of $751,000 and $786,000 at December 31, 2009 and June 30,
2010, respectively
    
    
    
    
    
    
    Series B Voting Junior Convertible Cumulative, 5,210,101 shares issued
and outstanding at December 31, 2009 and June 30, 2010, respectively;
preference in liquidation of $5,413,000 and $5,594,000 at December 31,
2009 and June 30, 2010, respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized; 41,813,959
and 45,403,976 shares issued and outstanding at December 31, 2009 and
June 30, 2010, respectively
    
    
    4,000
    
    
    
    5,000Additional paid-in capital
    
    
    46,848,000
    
    
    
    49,556,000Deficit accumulated during the development stage
    
    
    (53,462,000
    )
    
    
    (58,053,000
    )Net capital deficiency
    
    
    (6,610,000
    )
    
    
    (8,492,000
    )$
    1,048,000
    
    
    $
    2,598,000
  4




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)
 
 Condensed Consolidated Statements of Operations
 For the three months ended June 30, 2009 and 2010

(Unaudited)
 Three months ended
    
    
    Three months endedJune 30,
    
    
    June 30,2009
    
    
    2010Revenues
    
    $
    
    
    
    $
    8,000Operating expenses:Cost of sales
    
    
    
    
    
    
    2,000Research and development
    
    
    271,000
    
    
    
    193,000Selling, general and administrative expenses
    
    
    599,000
    
    
    
    1,400,000Interest expense
    
    
    338,000
    
    
    
    646,000Total operating expenses
    
    
    1,208,000
    
    
    
    2,241,000Gain (loss) on derivative financial instruments
    
    
    (88,000
    )
    
    
    454,000Net loss
    
    
    (1,296,000
    )
    
    
    (1,779,000
    )Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (103,000
    )
    
    
    (114,000
    )Amortization of derivative discount on Series B preferred stock
    
    
    (93,000
    )
    
    
    (250,000
    )Total dividends for the benefit of preferred stockholders
    
    
    (196,000
    )
    
    
    (364,000
    )Net loss applicable to common stock
    
    $
    (1,492,000
    )
    
    $
    (2,143,000
    )Net loss per common share  basic and diluted
    
    $
    (0.04
    )
    
    $
    (0.05
    )Weighted average number of shares of common shares
    
    
    36,289,671
    
    
    
    44,603,885
  5




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)
 Condensed Consolidated Statements of Operations
 For the six months ended June 30, 2009 and 2010 and
 For the period from August 4, 2000 (inception) to June 30, 2010
 (Unaudited)
 Period fromAugust 4, 2000Six months ended
    
    
    Six months ended
    
    
    (Inception) toJune 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2010
    
    
    2010Revenues
    
    $
    
    
    
    $
    108,000
    
    
    $
    952,000Operating expenses:Cost of sales
    
    
    
    
    
    
    87,000
    
    
    
    87,000Research and development
    
    
    470,000
    
    
    
    350,000
    
    
    
    15,377,000Selling, general and administrative expenses
    
    
    1,189,000
    
    
    
    2,857,000
    
    
    
    32,659,000Interest expense
    
    
    401,000
    
    
    
    1,003,000
    
    
    
    9,689,000Loss from extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    1,266,000Total operating expenses
    
    
    2,060,000
    
    
    
    4,297,000
    
    
    
    57,812,000Gain (loss) on derivative financial instruments
    
    
    (382,000
    )
    
    
    337,000
    
    
    
    2,494,000Net loss
    
    
    (2,442,000
    )
    
    
    (3,852,000
    )
    
    
    (54,366,000
    )Cumulative effect of a change in accounting principle
    
    
    
    
    
    
    
    
    
    
    480,000Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (204,000
    )
    
    
    (240,000
    )
    
    
    (1,153,000
    )Amortization of derivative discount on Series B preferred stock
    
    
    (321,000
    )
    
    
    (499,000
    )
    
    
    (1,478,000
    )Value of warrants issued in connection with sales of Series B
preferred stock
    
    
    
    
    
    
    
    
    
    
    (1,536,000
    )Total dividends for the benefit of preferred stockholders
    
    
    (525,000
    )
    
    
    (739,000
    )
    
    
    (4,167,000
    )Net loss applicable to common stock
    
    $
    (2,967,000
    )
    
    $
    (4,591,000
    )
    
    $
    (58,053,000
    )Net loss per common share  basic and diluted
    
    $
    (0.08
    )
    
    $
    (0.11
    )Weighted average number of shares of common shares outstanding
    
    
    35,649,907
    
    
    
    43,524,192
  6




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)
 
 Condensed Consolidated Statements of Cash Flows
 For the six months ended June 30, 2009 and 2010 and
 For the period from August 4, 2000 (inception) to June 30, 2010
 (Unaudited)
 Period fromSix months
    
    
    Six months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toJune 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2010
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (2,442,000
    )
    
    $
    (3,852,000
    )
    
    $
    (54,366,000
    )Adjustment to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    22,000
    
    
    
    35,000
    
    
    
    358,000Noncash interest imputed upon conversion of debt to equity
    
    
    165,000
    
    
    
    
    
    
    
    5,620,000Noncash interest from deferred financing costs and debt-based
derivative liabilities
    
    
    146,000
    
    
    
    824,000
    
    
    
    3,145,000Loss (gain) on derivative financial instruments
    
    
    382,000
    
    
    
    (337,000
    )
    
    
    (2,494,000
    )Loss (gain) from sale of assets
    
    
    
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    13,000
    
    
    
    35,000
    
    
    
    1,176,000Beneficial conversion feature of notes payable
    
    
    
    
    
    
    33,000
    
    
    
    234,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    
    
    
    
    
    
    
    
    523,000Shares in lieu of interest payments
    
    
    19,000
    
    
    
    2,000
    
    
    
    382,000Equity-based compensation
    
    
    220,000
    
    
    
    409,000
    
    
    
    19,074,000Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (61,000
    )
    
    
    (61,000
    )Inventory
    
    
    
    
    
    
    (141,000
    )
    
    
    (141,000
    )Prepaid expenses and other assets
    
    
    (166,000
    )
    
    
    (731,000
    )
    
    
    (1,154,000
    )Accounts payable and accrued expenses
    
    
    (101,000
    )
    
    
    937,000
    
    
    
    2,510,000Net cash used in operating activities
    
    
    (1,742,000
    )
    
    
    (2,847,000
    )
    
    
    (25,051,000
    )Cash flows from investing activities:Purchase of intellectual property
    
    
    
    
    
    
    
    
    
    
    (237,000
    )Net proceeds from sale of equipment
    
    
    
    
    
    
    
    
    
    
    59,000Purchase of property and equipment
    
    
    
    
    
    
    (107,000
    )
    
    
    (284,000
    )Net cash used in investing activities
    
    
    
    
    
    
    (107,000
    )
    
    
    (462,000
    )Cash flows from financing activities:Due to related parties
    
    
    
    
    
    
    
    
    
    
    100,000Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    300,000Proceeds from sale of preferred stock
    
    
    351,000
    
    
    
    
    
    
    
    2,915,000Proceeds from sale of common stock
    
    
    128,000
    
    
    
    
    
    
    
    11,268,000Repayment of notes
    
    
    (200,000
    )
    
    
    
    
    
    
    (905,000
    )Proceeds from bridge loan
    
    
    300,000
    
    
    
    
    
    
    
    300,000Proceeds from sale of notes
    
    
    1,190,000
    
    
    
    3,667,000
    
    
    
    12,598,000Proceeds for stock to be issued
    
    
    
    
    
    
    
    
    
    
    16,000Contributed capital
    
    
    
    
    
    
    
    
    
    
    178,000Net cash provided by financing activities
    
    
    1,769,000
    
    
    
    3,667,000
    
    
    
    26,770,000Net increase (decrease) in cash
    
    
    27,000
    
    
    
    713,000
    
    
    
    1,257,000Cash at beginning of period
    
    
    182,000
    
    
    
    544,000
    
    
    
    Cash at end of period
    
    $
    209,000
    
    
    $
    1,257,000
    
    
    $
    1,257,000
  7




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows
For the Six months ended June 30, 2009 and 2010 and
From August 4, 2000 (inception) to June 30, 2010
(Unaudited)
 Period fromSix months
    
    
    Six months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toJune 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    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
    
    
    
    
    
    
    557,000
    
    
    
    674,000Cash paid for interest expense
    
    
    47,000
    
    
    
    36,000
    
    
    
    995,000Accrued equity-based compensation
    
    
    
    
    
    
    
    
    
    
    41,000Accrued dividends
    
    
    204,000
    
    
    
    240,000
    
    
    
    2,623,000Interest 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
    
    
    190,000
    
    
    
    1,206,000
    
    
    
    5,815,000Accrued expenses paid with preferred stock
    
    
    
    
    
    
    
    
    
    
    108,000Accrued expenses paid with common stock
    
    
    
    
    
    
    
    
    
    
    772,000Fair value of equity-based derivative financial instruments issued
    
    
    454,000
    
    
    
    
    
    
    
    816,000Fair value of debt-based derivative financial instruments issued
    
    
    
    
    
    
    2,535,000
    
    
    
    3,581,000Deferred costs paid with common stock
    
    
    193,000
    
    
    
    
    
    
    
    358,000Amortization of derivative discounts
    
    
    93,000
    
    
    
    499,000
    
    
    
    840,000Conversion of Series B preferred stock and accrued dividends to common stock
    
    
    
    
    
    
    
    
    
    
    82,000
  8




---



##### 



Vicor Technologies, Inc.
(A Development Stage Company)  
 Condensed Consolidated Statements of Changes in Net Capital Deficiency
For the six months ended June 30, 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240,000
    )
    
    
    (240,000
    )Issuance of stock for interest payments
    
    
    2,184
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    2,000Issuance of stock for services
    
    
    244,318
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    172,000
    
    
    
    
    
    
    
    172,000Issuance of stock options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    272,000
    
    
    
    
    
    
    
    272,000Issuance of stock for conversion of notes payable
    
    
    3,318,515
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,206,000
    
    
    
    
    
    
    
    1,207,000Warrants
issued related to notes payable transactions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    557,000
    
    
    
    
    
    
    
    557,000Exercise of warrants
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization
of discounts related to derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    499,000
    
    
    
    (499,000
    )
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,852,000
    )
    
    
    (3,852,000
    )Balance at June 30, 2010
    
    
    45,403,976
    
    
    $
    5,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,210,101
    
    
    $
    
    
    
    $
    49,556,000
    
    
    $
    (58,053,000
    )
    
    $
    (8,492,000
    )
  9




---



##### 



NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
 Organization
   Nature of the business
 ® ® ® ® VS ®
   Risks
  10




---



##### 



NOTE 2 LIQUIDITY
    NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
 Basis of Presentation
    11




---



##### 



Cumulative Effect of a Change in Accounting Principle
   Derivativefinancialinstrumentspayable inshares of
    
    
    Additional
    
    
    Accumu-common stock
    
    
    paid-in capital
    
    
    lated 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
  12




---



##### 



Inventory
  Property and Equipment
  Research and Development Costs
  Revenue Recognition
       Cash and Cash Equivalents
  13




---



##### 



Intellectual Property
  December 31,
    
    
    June 30,2009
    
    
    2010Patents
    
    $
    252,000
    
    
    $
    252,000Purchased software
    
    
    200,000
    
    
    
    200,000452,000
    
    
    
    452,000Less accumulated amortization
    
    
    (223,000
    )
    
    
    (243,000
    )Net intellectual property
    
    $
    229,000
    
    
    $
    209,000
  Use of Estimates
  Accounting for Stock-Based Compensation
   Financial Instruments
      14




---



##### 



Long-Lived Assets
  Reclassifications
  Recent Accounting Pronouncements
  NOTE 4 CURRENT DEBT
  December 31,
    
    
    June 30,2009
    
    
    20102004 Notes
    
    $
    250,000
    
    
    $
    250,00012% Convertible Promissory Notes
    
    
    110,000
    
    
    
    110,000Bank loans
    
    
    100,000
    
    
    
    300,000$
    460,000
    
    
    $
    660,000
 2004 Notes
  12% Convertible Promissory Notes
  Bank Loans
  15




---



##### 



NOTE 5 LONG-TERM DEBT
  December 31,
    
    
    June 30,2009
    
    
    20108% Convertible Notes
    
    $
    773,000
    
    
    $
    8% Subordinated Convertible Promissory Notes
    
    
    278,000
    
    
    
    1,662,000Bank loans
    
    
    200,000
    
    
    
    Balance
    
    $
    1,251,000
    
    
    $
    1,662,000
 8% Convertible Notes
   December 31,
    
    
    June 30,2009
    
    
    20108% Notes sold
    
    $
    2,671,000
    
    
    $
    2,671,0008% Notes converted
    
    
    (1,574,000
    )
    
    
    (2,671,000
    )1,097,000
    
    
    
    Unamortized discount
    
    
    (324,000
    )
    
    
    Balance
    
    $
    773,000
    
    
    $
    
  8% Subordinated Convertible Notes
   16




---



##### 



December 31,
    
    
    June 30,2009
    
    
    20108% Subordinated Notes sold
    
    $
    903,000
    
    
    $
    4,570,000Unamortized discount
    
    
    (625,000
    )
    
    
    (2,908,000
    )Balance
    
    $
    278,000
    
    
    $
    1,662,000
  NOTE 6  PREFERRED STOCK
      17




---



##### 



NOTE 7  STOCKHOLDERS EQUITY
     18




---



##### 



Shares Under
    
    
    Weighted-AverageWarrants
    
    
    Exercise PriceBalance at inception
    
    
    
    
    
    $
    Granted in connection with stock sold
    
    
    148,000
    
    
    
    1.00Exercised
    
    
    
    
    
    
    Outstanding at December 31, 2000
    
    
    148,000
    
    
    
    1.00Granted to employees and others
    
    
    900,000
    
    
    
    0.67Exercised
    
    
    
    
    
    
    Exercisable at December 31, 2001
    
    
    1,048,000
    
    
    
    0.72Granted to employees and others
    
    
    1,270,252
    
    
    
    1.09Exercised
    
    
    (750
    )
    
    
    Exercisable at December 31, 2002
    
    
    2,317,502
    
    
    
    0.92Granted to employees and others
    
    
    1,520,332
    
    
    
    1.14Exercised
    
    
    (750
    )
    
    
    Exercisable at December 31, 2003
    
    
    3,837,084
    
    
    
    1.01Granted to employees and others
    
    
    126,200
    
    
    
    0.93Exercised
    
    
    
    
    
    
    Exercisable at December 31, 2004
    
    
    3,963,284
    
    
    
    1.01Granted to employees and others
    
    
    595,180
    
    
    
    1.21Exercised
    
    
    (101,750
    )
    
    
    Exercisable at December 31, 2005
    
    
    4,456,714
    
    
    
    1.06Granted to employees and others
    
    
    70,000
    
    
    
    2.50Exercised
    
    
    (398,000
    )
    
    
    Exercisable at December 31, 2006
    
    
    4,128,714
    
    
    
    1.09Granted to employees and others
    
    
    470,500
    
    
    
    1.00Exercised
    
    
    (3,469,908
    )
    
    
    Exercisable at December 31, 2007
    
    
    1,129,306
    
    
    
    1.96Granted to employees and others
    
    
    9,976,707
    
    
    
    0.85Exercised
    
    
    
    
    
    
    Exercisable at December 31, 2008
    
    
    11,106,013
    
    
    
    0.96Granted to employees and others
    
    
    1,941,823
    
    
    
    0.90Exercised
    
    
    (624,494
    )
    
    
    0.09Exercisable at December 31, 2009
    
    
    12,423,342
    
    
    
    0.98Granted to employees and others
    
    
    5,868,252
    
    
    
    1.00Exercised
    
    
    (25,000
    )
    
    
    0.01Exercisable at June 30, 2010
    
    
    18,266,594
    
    
    
    0.99
   AverageexerciseYear of expiration
    
    Quantity
    
    price2010
    
    
    62,492
    
    
    $
    2.502011
    
    
    580,414
    
    
    $
    2.442013
    
    
    9,128,463
    
    
    $
    0.952014
    
    
    2,991,973
    
    
    $
    0.952015
    
    
    4,140,000
    
    
    $
    1.002016
    
    
    10,000
    
    
    $
    1.252017
    
    
    375,000
    
    
    $
    1.00
 NOTE 8  STOCK OPTION PLANS
  19




---



##### 



Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageNumber
    
    
    Exercise
    
    
    Options
    
    
    Exerciseof Shares
    
    
    Price
    
    
    Exercisable
    
    
    PriceOptions outstanding at inception
    
    
    Granted
    
    
    50,000
    
    
    $
    3.00Outstanding at December 31, 2002
    
    
    50,000
    
    
    $
    3.00
    
    
    
    10,000
    
    
    $
    3.00Granted
    
    
    Outstanding at December 31, 2003
    
    
    50,000
    
    
    $
    3.00
    
    
    
    30,000
    
    
    $
    3.00Granted
    
    
    1,000
    
    
    $
    3.25Outstanding at December 31, 2004
    
    
    51,000
    
    
    $
    3.01
    
    
    
    51,000
    
    
    $
    3.01Granted
    
    
    269,000
    
    
    $
    2.50Cancelled
    
    
    (25,000
    )
    
    $
    2.50Outstanding at December 31, 2005
    
    
    295,000
    
    
    
    
    
    
    
    295,000
    
    
    $
    2.59Granted
    
    
    80,000
    
    
    $
    2.50Cancelled
    
    
    (35,000
    )Outstanding at December 31, 2006
    
    
    340,000
    
    
    
    
    
    
    
    340,000
    
    
    $
    2.58Granted
    
    
    122,500
    
    
    
    
    
    
    
    
    
    
    $
    0.78Exercised in cashless exercise March 30, 2007
    
    
    (340,000
    )
    
    $
    2.58
    
    
    
    Outstanding at June 30, 2010
    
    
    122,500
    
    
    
    
    
    
    
    122,500
    
    
    $
    0.78Reserved for future option grants at June 30, 2010
    
    
    477,500
   Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageNumber of
    
    
    Exercise
    
    
    Options
    
    
    ExerciseShares
    
    
    Price
    
    
    Exercisable
    
    
    PriceOptions outstanding at inception
    
    
    Granted
    
    
    417,500
    
    
    $
    0.72
    
    
    
    417,500
    
    
    $
    0.72Outstanding at December 31, 2008
    
    
    417,500
    
    
    
    
    
    
    
    
    
    
    $
    0.72Granted
    
    
    2,150,000
    
    
    $
    0.78
    
    
    
    2,150,000
    
    
    $
    0.78Outstanding at December 31, 2009
    
    
    2,567,500
    
    
    
    
    
    
    
    
    
    
    $
    0.77Granted
    
    
    625,000
    
    
    $
    0.70
    
    
    
    412,500
    
    
    $
    0.70Outstanding at June 30, 2010
    
    
    3,192,500
    
    
    
    
    
    
    
    
    
    
    $
    0.75Reserved for future option grants at June 30, 2010
    
    
    1,807,500
   20




---



##### 



NOTE 9  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
  Derivative Financial Instruments
  21




---



##### 



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 June 30, 2010:Risk-free interest rate
    
    
    1.79
    %
    
    
    1.79
    %
    
    
    1.00
    %Expected volatility
    
    
    63
    %
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    2.5 - 4.25
    
    
    
    2.5 - 4.25
    
    
    
    2.34 - 2.43Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  Level 3 Assets and Liabilities
   Quoted prices inactive markets for
    
    
    Significant other
    
    
    Significantidentical liabilities
    
    
    observable
    
    
    unobservableFair Value
    
    
    (Level 1)
    
    
    inputs (Level 2)
    
    
    inputs (Level 3)Liabilities:Derivative financial instruments  December 31, 2009
    
    $
    4,414,000
    
    
    $
    
    
    
    $
    
    
    
    $
    4,414,000Derivative financial instruments  June 30, 2010
    
    $
    6,611,000
    
    
    $
    
    
    
    $
    
    
    
    $
    6,611,000
  Beneficial
    
    
    BeneficialConversion -
    
    
    Conversion -Preferred
    
    
    ConvertibleWarrants
    
    
    Stock
    
    
    Notes
    
    
    TotalBalance, January 1, 2009
    
    $
    1,905,000
    
    
    $
    1,664,000
    
    
    $
    
    
    
    $
    3,569,000Included in earnings (1):Realized gain (loss)
    
    
    
    
    
    
    
    
    
    
    (36,000
    )
    
    
    (36,000
    )Unrealized gain (loss) (2)
    
    
    211,000
    
    
    
    189,000
    
    
    
    18,000
    
    
    
    418,000Purchases, sales and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements and issuances  net
    
    
    207,000
    
    
    
    229,000
    
    
    
    779,000
    
    
    
    1,215,000Net transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, June 30, 2009
    
    $
    2,323,000
    
    
    $
    2,082,000
    
    
    $
    761,000
    
    
    $
    5,166,000Balance, January 1, 2010
    
    $
    1,871,000
    
    
    $
    1,698,000
    
    
    $
    845,000
    
    
    $
    4,414,000Included in earnings (1):Realized gain (loss)
    
    
    
    
    
    
    
    
    
    
    (311,000
    )
    
    
    (311,000
    )Unrealized gain (loss) (2)
    
    
    115,000
    
    
    
    66,000
    
    
    
    (207,000
    )
    
    
    (26,000
    )Purchases, sales and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements and issuances  net
    
    
    
    
    
    
    
    
    
    
    2,534,000
    
    
    
    2,534,000Net transfers in and/or out of Level 3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance, June 30, 2010
    
    $
    1,986,000
    
    
    $
    1,764,000
    
    
    $
    2,861,000
    
    
    $
    6,611,000
 
 (1)
    
    Gain included in earnings is reported as gain on derivative financial instruments.(2)
    
    Unrealized gain (loss) related to Level 3 instruments held at June 30, 2009 or June 30, 2010,
respectively. 22




---



##### 



NOTE 10  RELATED PARTY TRANSACTIONS
  NOTE 10  RELATED PARTY TRANSACTIONS, CONTINUED
   NOTE 11  COMMITMENTS AND CONTINGENCIES
  NOTE 12  SUBSEQUENT EVENTS
   23




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward-Looking Statements
  Plan of Operations
      24




---



##### 



1.
    
    Increasing sales of the PD2i Analyzer to physicians and health care facilities 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) submissions 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
  Intellectual Property
  Revenue Recognition
  Accounting for Stock-Based Compensation
  Accounting for Derivative Financial Instruments
  25




---



##### 



Fair Value of Financial Instruments
   Results of Operations
  Three months ended June 302009
    
    
    
    
    
    
    2010(UNAUDITED)Revenues
    

    $
    
    
    
    

    0.0
    %
    
    $
    8,000
    
    
    
    -0.4
    %Operating expenses:Cost of sales
    
    
    
    
    
    
    0.0
    %
    
    
    2,000
    
    
    
    0.1
    %Research and development
    
    
    271,000
    
    
    
    22.4
    %
    
    
    193,000
    
    
    
    8.6
    %Selling, general and administrative expenses
    
    
    599,000
    
    
    
    49.6
    %
    
    
    1,400,000
    
    
    
    62.5
    %Interest expense
    
    
    338,000
    
    
    
    28.0
    %
    
    
    646,000
    
    
    
    28.8
    %Total operating expenses
    
    
    1,208,000
    
    
    
    100.0
    %
    
    
    2,241,000
    
    
    
    100.0
    %Gain(loss) on derivative financial instruments
    
    
    (88,000
    )
    
    
    7.3
    %
    
    
    454,000
    
    
    
    -20.3
    %Net loss
    
    
    (1,296,000
    )
    
    
    107.3
    %
    
    
    (1,779,000
    )
    
    
    79.3
    %Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (103,000
    )
    
    
    8.5
    %
    
    
    (114,000
    )
    
    
    5.1
    %Amortization
of derivative discount on Series B preferred stock
    
    
    (93,000
    )
    
    
    7.7
    %
    
    
    (250,000
    )
    
    
    11.2
    %Total dividends for the benefit of preferred stock
    
    
    (196,000
    )
    
    
    16.2
    %
    
    
    (364,000
    )
    
    
    16.3
    %Net loss applicable to common stock
    
    $
    (1,492,000
    )
    
    
    123.5
    %
    
    $
    (2,143,000
    )
    
    
    95.6
    %Net loss per common share  basic and diluted
    
    $
    (0.04
    )
    
    
    
    
    
    $
    (0.05
    )Weighted
average number of shares of common shares outstanding
    
    
    36,389,671
    
    
    
    
    
    
    
    44,603,885
 26




---



##### 



Six months ended June 30,2009
    
    
    
    
    
    
    2010(UNAUDITED)Revenues
    

    $
    
    
    
    

    0.0
    %
    
    $
    108,000
    
    
    
    -2.5
    %Operating expenses:Cost of sales
    
    
    
    
    
    
    0.0
    %
    
    
    87,000
    
    
    
    2.0
    %Research and development
    
    
    470,000
    
    
    
    22.8
    %
    
    
    350,000
    
    
    
    8.2
    %Selling, general and administrative expenses
    
    
    1,189,000
    
    
    
    57.7
    %
    
    
    2,857,000
    
    
    
    66.5
    %Interest expense
    
    
    401,000
    
    
    
    19.5
    %
    
    
    1,003,000
    
    
    
    23.3
    %Loss from extinguishment of debt
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %Total operating expenses
    
    
    2,060,000
    
    
    
    100.0
    %
    
    
    4,297,000
    
    
    
    100.0
    %Gain(loss) on derivative financial instruments
    
    
    (382,000
    )
    
    
    18.5
    %
    
    
    337,000
    
    
    
    -7.8
    %Net loss
    
    
    (2,442,000
    )
    
    
    118.5
    %
    
    
    (3,852,000
    )
    
    
    89.7
    %Dividends for the benefit of preferred stockholders:Payable on Series A and Series B preferred stock
    
    
    (204,000
    )
    
    
    9.9
    %
    
    
    (240,000
    )
    
    
    5.6
    %Amortization
of derivative discount on Series B preferred stock
    
    
    (321,000
    )
    
    
    15.6
    %
    
    
    (499,000
    )
    
    
    11.6
    %Total dividends for the benefit of preferred stock
    
    
    (525,000
    )
    
    
    25.5
    %
    
    
    (739,000
    )
    
    
    17.2
    %Net loss applicable to common stock
    
    $
    (2,967,000
    )
    
    
    144.0
    %
    
    $
    (4,591,000
    )
    
    
    106.9
    %Net loss per common share  basic and diluted
    
    $
    (0.08
    )
    
    
    
    
    
    $
    (0.11
    )Weighted
average number of shares of common shares outstanding
    
    
    35,649,907
    
    
    
    
    
    
    
    43,524,192
 Three months ended June 30, 2010 compared to the three months ended June 30, 2009
 Revenues
    Cost of Sales
  Research and Development
 ®
 27




---



##### 



Selling, General and Administrative Expenses
  Interest Expense
  Six months ended June 30, 2010 compared to the six months ended June 30, 2009
 Revenues
   Cost of Sales
  Research and Development
  Selling, General and Administrative Expenses
  Interest Expense
  28




---



##### 



Liquidity and Capital Resources
     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.
 29




---



##### 



Item 4T. Controls and Procedures.
     
 PART II  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 30




---



##### 



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 31