UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended September 30, 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
    
    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




---



##### 



VICOR TECHNOLOGIES, INC.
Quarterly Report on Form 10-Q for the Period Ended September 30, 2009
  TABLE OF CONTENTS 
 PagePART I  Financial InformationItem 1. Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets as of December 31, 2008 and September 30, 2009 (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three and nine months ending September
30, 2008 and 2009 and the period from August 4, 2000 (inception) through September 30, 2009
(unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ending September 30, 2008
and 2009 and the period from August 4, 2000 (inception) through September 30, 2009 (unaudited)
    
    
    5Condensed Consolidated Statement of Changes in Net Capital Deficiency for the nine Months ended
September 30, 2009 (unaudited)
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4T. Controls and Procedures
    
    
    17PART II  Other Information
    
    
    17Item 1. Legal Proceedings
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18Signatures
    
    
    19Ex- 31.1Ex- 31.2Ex- 32.1
 2




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##### 



Vicor Technologies, Inc.  (A Development Stage Company)
 
 Condensed Consolidated Balance Sheets
 As of December 31, 2008 and September 30, 2009
 (Unaudited)
 September 30,December 31, 2008
    
    
    2009Current assets:Cash
    
    $
    182,000
    
    
    $
    1,065,000Prepaid expenses
    
    
    14,000
    
    
    
    43,000Total current assets
    
    
    196,000
    
    
    
    1,108,000Furniture and fixtures, net of accumulated depreciation of $62,000
and $65,000 at December 31, 2008 and September 30, 2009, respectively
    
    
    2,000
    
    
    
    24,000Other assets:Deposits
    
    
    12,000
    
    
    
    12,000Deferred charges
    
    
    
    
    
    
    567,000Intellectual property, net of accumulated amortization of $186,000
and $214,000 at December 31, 2008 and September 30, 2009, respectively
    
    
    266,000
    
    
    
    238,000$
    476,000
    
    
    $
    1,949,000LIABILITIES AND NET CAPITAL DEFICIENCYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    1,000,000
    
    
    $
    755,000Notes payable:BB&T (formerly 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
    
    
    
    Due to related parties
    
    
    100,000
    
    
    
    100,000Total current liabilities
    
    
    2,000,000
    
    
    
    1,615,000Long-term liabilities:8% convertible notes
    
    
    
    
    
    
    1,295,000Less unamortized discount
    
    
    
    
    
    
    (684,000
    )8% convertible notes  net
    
    
    
    
    
    
    611,000Accrued dividends payable in shares of common stock
    
    
    434,000
    
    
    
    744,000Subscription deposits
    
    
    
    
    
    
    412,000Derivative financial instruments payable in shares of common stock
    
    
    
    
    
    
    6,775,000Total long-term liabilities
    
    
    434,000
    
    
    
    8,542,000Commitments 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 September 30, 2009, respectively
    
    
    
    
    
    
    Series B Voting Junior Convertible Cumulative, 4,781,295 and
5,370,851 shares issued and outstanding at December 31, 2008
and September 30, 2009, respectively
    
    
    
    
    
    
    Common stock, $.0001 par value; 100,000,000 shares authorized;
32,971,619 and 39,407,240 shares issued and outstanding at
December 31, 2008 and September 30, 2009, respectively
    
    
    3,000
    
    
    
    4,000Additional paid-in capital
    
    
    44,782,000
    
    
    
    45,808,000Stock subscriptions in process
    
    
    577,000
    
    
    
    600,000Deficit accumulated during the development stage
    
    
    (47,320,000
    )
    
    
    (54,620,000
    )Net capital deficiency
    
    
    (1,958,000
    )
    
    
    (8,208,000
    )$
    476,000
    
    
    $
    1,949,000
  3




---



##### 



Vicor Technologies, Inc.  (A Development Stage Company)
 
 Condensed Consolidated Statements of Operations
 For the three and nine
months ended September 30, 2008 and 2009 and the period
 From August 4, 2000 (inception) to September 30, 2009
 (Unaudited)
 Three months
    
    
    Three monthsended September
    
    
    ended September30, 2008
    
    
    30, 2009Revenues
    
    $
    
    
    
    $
    Operating expenses:Research and development
    
    
    189,000
    
    
    
    141,000General and administrative
    
    
    502,000
    
    
    
    1,540,000Depreciation and amortization
    
    
    10,000
    
    
    
    11,000Interest expense
    
    
    48,000
    
    
    
    1,112,000Total operating expenses
    
    
    749,000
    
    
    
    2,804,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    (1,452,000
    )Net loss
    
    
    (749,000
    )
    
    
    (4,256,000
    )Dividends for the benefit of preferred stockholders:Series A and Series B preferred stock
    
    
    (82,000
    )
    
    
    (115,000
    )Amortization of derivative discount on Series B preferred
stock
    
    
    
    
    
    
    (408,000
    )Value of warrants issued in connection with sales of
Series B preferred stock
    
    
    (466,000
    )
    
    
    Total dividends for the benefit of preferred stockholders
    
    
    (548,000
    )
    
    
    (523,000
    )Net loss applicable to common stock
    
    $
    (1,297,000
    )
    
    $
    (4,779,000
    )Net loss per common share  basic and diluted
    
    $
    (0.04
    )
    
    $
    (0.12
    )Weighted average number of common shares outstanding
    
    
    30,368,776
    
    
    
    38,352,329
 Period fromAugust 4, 2000Nine months ended
    
    
    Nine months ended
    
    
    (inception) throughSeptember 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2009
    
    
    2009Revenues
    
    $
    
    
    
    $
    
    
    
    $
    844,000Operating expenses:Research and development
    
    
    687,000
    
    
    
    611,000
    
    
    
    14,674,000General and administrative
    
    
    1,567,000
    
    
    
    2,762,000
    
    
    
    27,869,000Depreciation and amortization
    
    
    31,000
    
    
    
    31,000
    
    
    
    313,000Interest expense
    
    
    3,065,000
    
    
    
    1,460,000
    
    
    
    8,202,000Total operating expenses
    
    
    5,350,000
    
    
    
    4,864,000
    
    
    
    51,058,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    (1,834,000
    )
    
    
    (1,834,000
    )Net loss
    
    
    (5,350,000
    )
    
    
    (6,698,000
    )
    
    
    (52,048,000
    )Dividends for the benefit of preferred stockholders:Series A and Series B preferred stock
    
    
    (171,000
    )
    
    
    (319,000
    )
    
    
    (753,000
    )Amortization of derivative discount on Series B preferred
stock
    
    
    
    
    
    
    (729,000
    )
    
    
    (729,000
    )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
    
    
    (1,707,000
    )
    
    
    (1,048,000
    )
    
    
    (3,018,000
    )Net loss applicable to common stock
    
    $
    (7,057,000
    )
    
    $
    (7,746,000
    )
    
    $
    (55,066,000
    )Net loss per common share  basic and diluted
    
    $
    (0.24
    )
    
    $
    (0.21
    )Weighted average number of common shares outstanding
    
    
    28,939,414
    
    
    
    36,488,985
  4




---



##### 



Vicor Technologies, Inc.  (A Development Stage Company)
 
 Condensed Consolidated Statements of Cash Flows
 For the nine months
ended September 30, 2008 and 2009 and the period
 From August 4, 2000 (inception) to September 30, 2009
 (Unaudited)
 Period fromNine Months
    
    
    Nine Months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2009
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (5,350,000
    )
    
    $
    (6,698,000
    )
    
    $
    (52,048,000
    )Adjustment to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    31,000
    
    
    
    32,000
    
    
    
    314,000Noncash interest imputed upon conversion of debt to equity
    
    
    2,906,000
    
    
    
    1,321,000
    
    
    
    6,610,000Noncash interest from deferred financing costs and debt-based
derivative liabilities
    
    
    
    
    
    
    391,000
    
    
    
    391,000Unrealized loss on derivative financial instruments
    
    
    
    
    
    
    1,834,000
    
    
    
    1,834,000Gain from sale of assets
    
    
    
    
    
    
    
    
    
    
    48,000Securities issued for services
    
    
    46,000
    
    
    
    280,000
    
    
    
    481,000Contributed research and development services
    
    
    
    
    
    
    
    
    
    
    95,000Merger-related costs
    
    
    
    
    
    
    
    
    
    
    523,000Shares in settlement of interest expense
    
    
    11,000
    
    
    
    22,000
    
    
    
    283,000Warrants issued for consulting
    
    
    
    
    
    
    
    
    
    
    204,000Equity-based compensation
    
    
    395,000
    
    
    
    499,000
    
    
    
    18,544,000Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Prepaid expenses and other assets
    
    
    
    
    
    
    (314,000
    )
    
    
    (410,000
    )Accounts payable and accrued expenses
    
    
    204,000
    
    
    
    (11,000
    )
    
    
    1,747,000Net cash used in operating activities
    
    
    (1,757,000
    )
    
    
    (2,644,000
    )
    
    
    (21,400,000
    )Cash flows from investing activities:Purchase of intellectual property
    
    
    
    
    
    
    
    
    
    
    (237,000
    )Net proceeds from sale of equipment
    
    
    
    
    
    
    
    
    
    
    59,000Purchase of furniture, fixtures and equipment
    
    
    
    
    
    
    (24,000
    )
    
    
    (178,000
    )Net cash used in investing activities
    
    
    
    
    
    
    (24,000
    )
    
    
    (356,000
    )Cash flows from financing activities:Due to related parties
    
    
    
    
    
    
    
    
    
    
    315,000Proceeds from bank loans
    
    
    
    
    
    
    
    
    
    
    300,000Proceeds from sale of preferred stock
    
    
    2,116,000
    
    
    
    351,000
    
    
    
    2,915,000Proceeds from sale of common stock
    
    
    
    
    
    
    128,000
    
    
    
    11,268,000Repayment of notes
    
    
    (364,000
    )
    
    
    (300,000
    )
    
    
    (905,000
    )Proceeds from bridge loan
    
    
    
    
    
    
    300,000
    
    
    
    300,000Proceeds from sale of notes
    
    
    300,000
    
    
    
    2,660,000
    
    
    
    8,022,000Contributed capital
    
    
    
    
    
    
    
    
    
    
    178,000Proceeds for securities to be issued
    
    
    
    
    
    
    412,000
    
    
    
    428,000Net cash provided by financing activities
    
    
    2,052,000
    
    
    
    3,551,000
    
    
    
    22,821,000Net increase in cash
    
    
    295,000
    
    
    
    883,000
    
    
    
    1,065,000Cash at beginning of period
    
    
    4,000
    
    
    
    182,000
    
    
    
    Cash at end of period
    
    $
    299,000
    
    
    $
    1,065,000
    
    
    $
    1,065,000
  5




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##### 



Vicor Technologies, Inc.  (A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
For the nine months ended September 30, 2008 and 2009 and the period
From August 4, 2000 (inception) to September 30, 2009
(Unaudited)
 Period fromNine Months
    
    
    Nine Months
    
    
    August 4, 2000ended
    
    
    ended
    
    
    (Inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,2008
    
    
    2009
    
    
    2009Supplemental cash flow information:Issuance of previously-subscribed common stock
    
    $
    
    
    
    $
    16,000
    
    
    $
    16,000Conversion of accounts payable to note payable
    
    
    100,000
    
    
    
    
    
    
    
    100,000Repurchase of common stock for cancellation of subscription note
receivable
    
    
    
    
    
    
    
    
    
    
    750,000Contributed research and development
    
    
    
    
    
    
    
    
    
    
    95,000Acquisition of intellectual property from related party
    
    
    
    
    
    
    
    
    
    
    200,000Beneficial conversion features for promissory notes
    
    
    
    
    
    
    
    
    
    
    912,000Warrants issued in connection with 15% promissory notes
    
    
    
    
    
    
    
    
    
    
    261,000Cash paid for interest expense
    
    
    208,000
    
    
    
    69,000
    
    
    
    941,000Accrued equity-based compensation
    
    
    152,000
    
    
    
    
    
    
    
    41,000Accrued dividends
    
    
    1,707,000
    
    
    
    310,000
    
    
    
    2,280,000Interest on promissory notes paid in common stock
    
    
    
    
    
    
    
    
    
    
    520,000Promissory notes converted to common stock
    
    
    
    
    
    
    100,000
    
    
    
    1,012,000Related party accrual converted to common stock
    
    
    325,000
    
    
    
    
    
    
    
    561,000Conversion of debt to Series B preferred Stock
    
    
    1,567,000
    
    
    
    
    
    
    
    1,567,000Conversion of notes payable to common stock
    
    
    1,479,000
    
    
    
    1,405,000
    
    
    
    3,184,000Accrued 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
    
    
    
    
    
    
    816,000
    
    
    
    816,000Fair value of debt-based derivative financial instruments issued
    
    
    
    
    
    
    479,000
    
    
    
    479,000Deferred costs paid with common stock
    
    
    
    
    
    
    358,000
    
    
    
    358,000Derivative discount on Series B preferred stock
    
    
    
    
    
    
    341,000
    
    
    
    341,000
  6




---



##### 



Vicor Technologies, Inc.  (A Development Stage Company)
 
 Condensed Consolidated Statements of Changes in Net Capital Deficiency
 For the Nine Months ended September 30, 2009
 (Unaudited)
 Preferred Stock
    
    
    
    
    
    
    StockCommon Stock
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Subscriptions
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    in Process
    
    
    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
    
    
    700,216
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    151,096
    
    
    
    
    
    
    
    429,000
    
    
    
    
    
    
    
    
    
    
    
    430,000Issuance of stock for cash
    
    
    373,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    438,460
    
    
    
    
    
    
    
    478,000
    
    
    
    
    
    
    
    
    
    
    
    478,000Stock issued related to notes payable transactions
    
    
    2,902,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,647,000
    
    
    
    
    
    
    
    
    
    
    
    2,647,000Issuance of common stock for interest payments
    
    
    47,328
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,000
    
    
    
    
    
    
    
    
    
    
    
    116,000Accrued dividends on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (310,000
    )
    
    
    (310,000
    )Exercise of warrants
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of warrants for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101,000
    
    
    
    
    
    
    
    (43,000
    )
    
    
    58,000Fair value of derivative financial instruments issued in
connection with Series B preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (472,000
    )
    
    
    
    
    
    
    
    
    
    
    (472,000
    )Issuance of stock options for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    252,000
    
    
    
    
    
    
    
    
    
    
    
    252,000Amortization of discounts related to derivative
financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    729,000
    
    
    
    
    
    
    
    (729,000
    )
    
    
    Stock subscriptions in process:To be issued in payment of accrued compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    577,000
    
    
    
    (577,000
    )
    
    
    
    
    
    
    Other transactions  net
    
    
    1,911,985
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,000
    
    
    
    600,000
    
    
    
    
    
    
    
    818,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,698,000
    )
    
    
    (6,698,000
    )Balance at September 30, 2009
    
    
    39,407,240
    
    
    $
    4,000
    
    
    
    157,592
    
    
    $
    
    
    
    
    5,370,851
    
    
    $
    
    
    
    $
    45,808,000
    
    
    $
    600,000
    
    
    $
    (54,620,000
    )
    
    $
    (8,208,000
    )
  7




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##### 



NOTE 1  ORGANIZATION AND NATURE OF BUSINESS
 Nature of the Business
 ®  VS TM 
     
  ® ®
 VS  VS 
   ® 
   8




---



##### 



Basis of Presentation
   Liquidity and Going Concern
    NOTE 2  Summary of Significant Accounting Policies
 Revenue Recognition
  9




---



##### 



Use of Estimates
  Accounting for Stock-Based Compensation
   Fair Value of Derivative Financial Instruments
   Recent Pronouncements
 
   NOTE 3  DEBT
 8% Convertible Promissory Notes
  10




---



##### 



Notes sold
    
    $
    2,660,000Notes converted through September 30, 2009
    
    
    (1,365,000
    )1,295,000Less unamortized discount
    
    
    (684,000
    )Balance at September 30, 2009
    
    $
    611,000
  Other Notes Payable
  NOTE 4  OUTSTANDING COMMON STOCK PURCHASE WARRANTS AND OPTIONS
  NOTE 5  RELATED PARTY TRANSACTIONS
  NOTE 6  COMMITMENTS AND CONTINGENCIES
  NOTE 7  SUBSEQUENT EVENTS
    NOTE 8  FAIR VALUE OF FINANCIAL INSTRUMENTS
   11




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##### 




    
    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
  January 1, 2009
    
    September 30, 2009Conversion feature:Risk-free interest rate
    
    
    2.10
    %
    
    
    1.30% -2.64
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    2-5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Warrants:Risk-free interest rate
    
    
    2.10
    %
    
    
    2.64
    %Expected volatility
    
    
    63
    %
    
    
    63
    %Expected life (in years)
    
    
    5
    
    
    
    5Expected dividend yield
    
    
    0
    %
    
    
    0
    %Fair value:Conversion feature
    
    $
    1,664,000
    
    
    $
    3,696,000Warrants
    
    $
    1,905,000
    
    
    $
    3,079,000
  12




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##### 



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
    
    $
    6,775,000
    
    
    
    
    
    
    $
    
    
    
    $
    6,775,000Total
    
    $
    6,775,000
    
    
    
    
    
    
    $
    
    
    
    $
    6,775,000
  Unrealized Loss -Derivative FinancialInstrumentsIncluded in Earnings (1)
    
    $
    1,834,000Total (2)
    
    $
    1,834,000Purchases, Sales, OtherSettlements and Issuances, Net
    
    
    Net Transfers In and/or (out) of Level 3
    
    
    September 30, 2009
    
    $
    1,834,000
 
 (1)
    
    Unrealized loss included in earnings is reported as unrealized loss on derivative financial
instruments.(2)
    
    Total unrealized loss related to Level 3 instruments held at September 30, 2009. 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Forward-Looking Statements
  13




---



##### 



Overview of the Business
 ® ® ®  VS  TM
     
  ® ®
 VS  VS 
   ® 
   1.
    
    Continued progress in various clinical trials and 510(k) submissions as discussed in the
preceding paragraphs:2.
    
    Development of strategies for initial product rollouts in both the United States and
overseas. This includes education of physicians regarding existing CPT (current procedural
terminology) codes that can be used for tests involving our products.3.
    
    Raising additional capital with which to fund ongoing operations and successfully
commencing revenue-generating activities.4.
    
    Securing CE Mark clearance in Europe for the PD2i Cardiac Analyzer and PD2i- VS.5.
    
    Maintaining the Companys general and administrative expenses at approximately $200,000
to $300,000 per month.6.
    
    Commencing the generation of revenues.
  14




---



##### 



Critical Accounting Estimates
  Research and Development Costs
  Intellectual Property
  Revenue Recognition
  Accounting for Stock-Based Compensation
  Accounting for Derivative Financial Instruments
  Fair Value of Financial Instruments
   Results of Operations
 Three months ended September 30, 2009 compared to the three months ended September 30, 2008
 Research and Development
   15




---



##### 



General and Administrative Expenses
   Interest Expense
   Nine months ended September 30, 2009 compared to the nine months ended September 30, 2008
 Research and Development
   General and Administrative Expenses
   Interest Expense
   Liquidity and Capital Resources
   16




---



##### 



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.
     
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  17




---



##### 




    
    Issued 2,184 shares of common stock to David Fater as compensation for providing standby
collateral in connection with the BB&T (formerly Colonial Bank) loans.
    
    Issued 300,000 options to the three independent directors at
an exercise price of $0.90 pursuant to the Companys Stock
Option Plan.
    
    Issued 74,506 shares of common stock to an employee and
consultants for services rendered.
    
    Sold $425,500 of 8% convertible notes.
    
    Issued 7,500 shares of Series B preferred stock and 7,500 warrants with an exercise price
of $1.00 to a consultant for  services  rendered.
    
    Issued 2,285,002 shares of common stock to noteholders converting $1,215,000 of 8%
convertible notes.
    
    Repriced 120,000 warrants from an exercise price of $2.50 to $0.50 and 25,000 warrants
from an exercise price of $1.00 to $0.50 for services rendered.
    
    Issued 200,000 shares of common stock to redeem a $100,000 note and recognized $79,000
of noncash interest expense
  
 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 18




---



##### 



SIGNATURES
  Dated: November 13, 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 19