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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



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|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



or



| ̈ | 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: 0-22419



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CARDIMA, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3177883                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



47266 Benicia
Street, Fremont, CA 94538-7330

(Address of Principal Executive Offices) (Zip Code)



Registrants telephone number, including area code: (510) 354-0300



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days.    x  Yes ̈No



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). ̈Yes    x  No



As of July 31,
2004, there were 84,624,207 shares of Registrants Common Stock outstanding.

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##### Table of Contents

CARDIMA, INC.



TABLE OF CONTENTS



PART I. Financial Information



|            |  |                                                                                              |  |   
|----------- |  | -------------------------------------------------------------------------------------------- |  | --
|Description |  | Page                                                                                        
|Item 1.     |  | Financial Statements (unaudited)                                                             |  | 3 
|            |  |                                                                                             
|            |  | Condensed Balance Sheets as of June 30, 2004 and December 31, 2003                           |  | 3 
|            |  |                                                                                             
|            |  | Condensed Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003 |  | 4 
|            |  |                                                                                             
|            |  | Condensed Statement of Cash Flows for the Six Months Ended June 30, 2004 and 2003            |  | 5 
|            |  |                                                                                             
|            |  | Notes to Condensed Financial Statements                                                      |  | 6 
|            |  |                                                                                             
|Item 2.     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 12
|            |  |                                                                                             
|            |  | Factors Affecting Future Results                                                             |  | 19
|            |  |                                                                                             
|Item 3.     |  | Quantitative and Qualitative Disclosure About Market Risk                                    |  | 39
|            |  |                                                                                             
|Item 4.     |  | Controls and Procedures                                                                      |  | 39



PART II. Other
Information



|            |  |                                                     |  |   
|----------- |  | --------------------------------------------------- |  | --
|Description |  | Page                                               
|Item 1.     |  | Legal Proceedings                                   |  | 40
|            |  |                                                    
|Item 2.     |  | Changes in Securities and Use of Proceeds           |  | 40
|            |  |                                                    
|Item 3.     |  | Default Upon Senior Securities                      |  | 40
|            |  |                                                    
|Item 4.     |  | Submission of Matters to a Vote of Security Holders |  | 41
|            |  |                                                    
|Item 5.     |  | Other Information                                   |  | 41
|            |  |                                                    
|Item 6.     |  | Exhibits and Reports on Form 8-K                    |  | 41
|            | 
|Signatures  |  | 43                                                 



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PART I.



Item 1.Financial Statements



CARDIMA, INC.

CONDENSED BALANCE SHEETS

(In thousands, except share amounts)



|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | --------------------- | - | -------- | -
|                                                                                                                                                                                                                                      |  | June 30,2004(Unaudited) |          |   | December 31, 2003 (1) |  
|ASSETS                                                                                                                                                                                                                                |  |                         |          |   |                       |   |          |  
|Current assets:                                                                                                                                                                                                                       |  |                         |          |   |                       |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                             |  | $                       | 4,570    |   |                       | $ | 6,446    |  
|Accounts receivable, net of $87 allowances for doubtful accounts at June 30, 2004 and December 31, 2003                                                                                                                               |  |                         | 391      |   |                       |   | 299      |  
|Inventories                                                                                                                                                                                                                           |  |                         | 1,073    |   |                       |   | 991      |  
|Prepaid expenses                                                                                                                                                                                                                      |  |                         | 475      |   |                       |   | 325      |  
|Other current assets                                                                                                                                                                                                                  |  |                         | 10       |   |                       |   | 31       |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|Total current assets                                                                                                                                                                                                                  |  |                         | 6,519    |   |                       |   | 8,092    |  
|Property and equipment, net                                                                                                                                                                                                           |  |                         | 464      |   |                       |   | 554      |  
|Notes receivable from officers                                                                                                                                                                                                        |  |                         | 569      |   |                       |   | 626      |  
|Other assets                                                                                                                                                                                                                          |  |                         | 38       |   |                       |   | 38       |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|                                                                                                                                                                                                                                      |  | $                       | 7,590    |   |                       | $ | 9,310    |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                  |  |                         |          |   |                       |   |          |  
|Current liabilities:                                                                                                                                                                                                                  |  |                         |          |   |                       |   |          |  
|Accounts payable                                                                                                                                                                                                                      |  | $                       | 1,156    |   |                       | $ | 910      |  
|Accrued compensation                                                                                                                                                                                                                  |  |                         | 817      |   |                       |   | 869      |  
|Warrant liability                                                                                                                                                                                                                     |  |                         |         |   |                       |   | 658      |  
|Other current liabilities                                                                                                                                                                                                             |  |                         | 271      |   |                       |   | 279      |  
|Credit obligation                                                                                                                                                                                                                     |  |                         | 101      |   |                       |   | 125      |  
|Capital lease obligation - current portion                                                                                                                                                                                            |  |                         | 41       |   |                       |   | 42       |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|Total current liabilities                                                                                                                                                                                                             |  |                         | 2,386    |   |                       |   | 2,883    |  
|                                                                                                                                                                                                                                      |  |                        
|Deferred rent                                                                                                                                                                                                                         |  |                         | 46       |   |                       |   | 45       |  
|Capital lease obligation - noncurrent portion                                                                                                                                                                                         |  |                         | 63       |   |                       |   | 82       |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|Total liabilities                                                                                                                                                                                                                     |  |                         | 2,495    |   |                       |   | 3,010    |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|Commitments and contingencies                                                                                                                                                                                                         |  |                         |          |   |                       |   |          |  
|                                                                                                                                                                                                                                      |  |                        
|Stockholders equity:                                                                                                                                                                                                                 |  |                         |          |   |                       |   |          |  
|Common stock, $0.001 par value; 150,000,000 shares authorized, 84,624,207 shares issued and outstanding at June 30, 2004; 125,000,000 shares
authorized, 80,333,798 issued and outstanding as of December 31, 2003; at amount paid in |  |                         | 113,814  |   |                       |   | 109,988  |  
|Accumulated deficit                                                                                                                                                                                                                   |  |                         | (108,719 | ) |                       |   | (103,688 | )
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|Total stockholders equity                                                                                                                                                                                                            |  |                         | 5,095    |   |                       |   | 6,300    |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  
|                                                                                                                                                                                                                                      |  | $                       | 7,590    |   |                       | $ | 9,310    |  
|                                                                                                                                                                                                                                      |  |                         |          |   |                       |   |          |  

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|(1) | The balance sheet as of December 31, 2003 was derived from the audited financial statements included in the Companys 2003 Annual Report on Form 10-K filed with the Securities
and Exchange Commission but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes to condensed financial statements



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CARDIMA, INC.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                              |  | Three months endedJune 30, |        |   | Six months endedJune 30, |  
|                                                              |  | 2004                       |        |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Net sales                                                     |  | $                          | 578    |   |                          | $ | 491    |      |  | $ | 1,214  |   |  | $ | 1,129  |  
|Cost of goods sold                                            |  |                            | 510    |   |                          |   | 677    |      |  |   | 1,228  |   |  |   | 1,638  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Gross margin                                                  |  |                            | 68     |   |                          |   | (186   | )    |  |   | (14    | ) |  |   | (509   | )
|                                                              |  |                            |        |  
|Operating expenses:                                           |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Research and development                                      |  |                            | 1,204  |   |                          |   | 1,639  |      |  |   | 2192   |   |  |   | 2,713  |  
|Selling, general and administrative                           |  |                            | 1,548  |   |                          |   | 1,859  |      |  |   | 2775   |   |  |   | 3,693  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                      |  |                            | 2,752  |   |                          |   | 3,498  |      |  |   | 4,967  |   |  |   | 6,406  |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Operating loss                                                |  |                            | (2,684 | ) |                          |   | (3,684 | )    |  |   | (4,981 | ) |  |   | (6,915 | )
|                                                              |  |                            |        |  
|Interest and other income (expense)                           |  |                            | 15     |   |                          |   | 21     |      |  |   | (9     | ) |  |   | 33     |  
|Other non-cash expense                                        |  |                            |       |   |                          |   |       |      |  |   | (33    | ) |  |   |       |  
|Interest expense                                              |  |                            | (4     | ) |                          |   | (4     | )    |  |   | (8     | ) |  |   | (6     | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net loss                                                      |  | $                          | (2,673 | ) |                          | $ | (3,667 | )    |  | $ | (5,031 | ) |  | $ | (6,888 | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted net loss per share                          |  | $                          | (0.03  | ) |                          | $ | (0.06  | )    |  | $ | (0.06  | ) |  | $ | (0.12  | )
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Shares used in computing basic and diluted net loss per share |  |                            | 84,624 |   |                          |   | 62,391 |      |  |   | 84,624 |   |  |   | 57,611 |  
|                                                              |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  



See accompanying notes
to financial statements



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CARDIMA, INC.

STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                      |  |                          |        |   |      |   |        |  
|--------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                      |  | Six months endedJune 30, |       
|                                                                      |  | 2004                     |        |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                  |  |                          |        |   |      |   |        |  
|Net loss                                                              |  | $                        | (5,031 | ) |      | $ | (6,888 | )
|Adjustments to reconcile net loss to net cash provided by operations: |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                         |  |                          | 131    |   |      |   | 384    |  
|Other non-cash expense related to warrants                            |  |                          | 33     |   |      |   |       |  
|Non-cash stock-based compensation                                     |  |                          | 60     |   |      |   |       |  
|Loss on disposal of assets                                            |  |                          | 2      |   |      |   | 9      |  
|Non-cash interest (income) charge on notes receivable from officers   |  |                          | 57     |   |      |   | (15    | )
|Changes in operating assets and liabilities:                          |  |                          |        |   |      |   |        |  
|Accounts receivable, net                                              |  |                          | (92    | ) |      |   | 102    |  
|Inventories, net                                                      |  |                          | (82    | ) |      |   | 17     |  
|Prepaid expenses                                                      |  |                          | (150   | ) |      |   | 128    |  
|Other current assets                                                  |  |                          | 21     |   |      |   | 100    |  
|Accounts payable                                                      |  |                          | 246    |   |      |   | (995   | )
|Accrued compensation                                                  |  |                          | (52    | ) |      |   | (260   | )
|Other current liabilities                                             |  |                          | (8     | ) |      |   | (4     | )
|Deferred rent                                                         |  |                          | 1      |   |      |   | 23     |  
|                                                                      |  |                          |        |   |      |   |        |  
|Net cash used in operating activities                                 |  |                          | (4,864 | ) |      |   | (7,399 | )
|                                                                      |  |                         
|CASH FLOWS FROM INVESTING ACTIVITIES                                  |  |                          |        |   |      |   |        |  
|Capital expenditures                                                  |  |                          | (43    | ) |      |   | (43    | )
|                                                                      |  |                          |        |   |      |   |        |  
|Net cash used in investing activities                                 |  |                          | (43    | ) |      |   | (43    | )
|                                                                      |  |                         
|CASH FLOWS FROM FINANCING ACTIVITIES                                  |  |                          |        |   |      |   |        |  
|Principal payments under leases and credit obligations                |  |                          | (45    | ) |      |   | 15     |  
|Payments of issuance costs                                            |  |                          | (70    | ) |      |   |       |  
|Net proceeds from sale of common stock                                |  |                          | 3,146  |   |      |   | 6,207  |  
|                                                                      |  |                          |        |   |      |   |        |  
|Net cash provided by financing activities                             |  |                          | 3,031  |   |      |   | 6,222  |  
|                                                                      |  |                          |        |   |      |   |        |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                             |  |                          | (1,876 | ) |      |   | (1,220 | )
|                                                                      |  |                         
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        |  | $                        | 6,446  |   |      | $ | 3,385  |  
|                                                                      |  |                          |        |   |      |   |        |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                              |  | $                        | 4,570  |   |      | $ | 2,165  |  
|                                                                      |  |                          |        |   |      |   |        |  



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CARDIMA, INC.



NOTES TO
CONDENSED FINANCIAL STATEMENTS

June 30, 2004

(Unaudited)



1. BASIS OF PRESENTATION



The accompanying unaudited
condensed financial statements have been prepared by the Company according to the rules and regulations of the Securities and Exchange Commission for interim financial information and in accordance with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.



The operating results for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 2004 or for future operating results. The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2003. The accompanying balance sheet at December 31, 2003 has been derived from those audited financial statements.



Certain reclassifications have been made to prior year amounts to conform to the current year presentation. These reclassifications had no effect on
prior reported results of operations or retained earnings.



2. MANAGEMENTS PLANS



As
of June 30, 2004 Cardima, Inc. had approximately $4,570,000 in cash and cash equivalents, working capital of $4,133,000 and an accumulated deficit of $108,719,000. Management expects to continue to incur additional losses in the foreseeable future
as the Company works towards regulatory approval and commercialization of the REVELATION® Tx in the United States, commercialization of the Cardima Surgical Ablation System and the commercialization of the REVELATION® Helix in Europe. Our
management currently estimates that our cash balances as of June 30, 2004 will be sufficient to fund planned expenditures into the fourth quarter of 2004, but this cannot be predicted with certainty. Although our management recognizes the need to
raise funds in the near future, there can be no assurance that we will be successful in consummating any fundraising transaction, or, if we do consummate such a transaction, that its terms and conditions will not be unfavorable to us. Any failure by
us to obtain additional funding will have a material adverse effect upon us. Our independent auditors have stated that there is substantial doubt as to our ability to continue as a going concern.



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Cardima, Inc., continues to pursue regulatory approvals and distribution relationships in significant
market opportunities worldwide. We currently have distribution agreements for various products covering eight countries with an emphasis on Europe and the Pacific Rim, and we are currently seeking a distributor or distributors for our Surgical
Ablation System, which received United States Food and Drug Administration 510(k) clearance in 2003. We have arranged for warehousing capacity in Europe to support both distribution and direct customer sales. Securing FDA approval of the
REVELATION® Tx remains one of our primary goals. On May 28, 2004 we received a letter, dated May 21, 2004, from the FDA, stating that our PMA for the REVELATION Tx linear ablation microcatheter system was not approvable based on the requirements
of applicable regulations. We will continue to pursue regulatory approvals in the U.S. and in other markets which we believe have both the clinical potential and adequate medical support structure to accept a developing technology application. We
cannot assure you that we will be able to obtain or maintain any necessary regulatory approvals or that, if such regulatory approvals are obtained, that we will be able to successfully market our products, or that we will be able to establish a
successful distribution channel for our Surgical Ablation System.



3. STOCK-BASED COMPENSATION



We have elected to follow Accounting Principles Board Opinion No. (APB) 25, Accounting for Stock Issued to Employees and related interpretations in accounting for our employee stock options, including Financial
Accounting Standard Board Interpretation (FIN) 44, Accounting for Certain Transactions Involving Stock Compensation.



Compensation expense is based on the difference, if any, between the fair value of our common stock and the exercise price of the option or share right on
the measurement date, which is typically the grant date. This amount is recordable as Deferred stock compensation in the Balance Sheets and amortized as a charge to operations over the vesting period of the applicable options or share
rights. In accordance with Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS 148, Accounting for Stock-Based Compensation  Transition and
Disclosure, we have provided below the pro forma disclosures of the effect on net loss and loss per share as if SFAS 123 had been applied in measuring compensation expense for all periods presented.



The following information regarding pro forma net loss and net loss per share
has been determined as if we had accounted for our employee stock options and employee stock plan under the fair value method prescribed by SFAS 123. The resulting effect on net loss and net loss per share pursuant to SFAS 123 is not likely to be
representative of the effects on net loss and loss per share pursuant to SFAS 123 in future periods, due to subsequent periods including additional grants and periods of vesting.



The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no
vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics
significantly different from those of traded options, and because changes in the subjective input



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assumptions can materially affect the fair value estimate, in managements opinion the existing models do not
necessarily provide a reliable single measure of the fair value of its employee stock options.



For purposes of disclosures pursuant to SFAS 123 as amended by FAS 148, the estimated fair value of options is amortized to expense over the options vesting period.



The following table illustrates the effect on reported net loss per share if
we had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation (in thousands, except per share amounts):



|                                                                                                                |  |                            |        |   |                           |        |   |      |        |   |      |        |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------- | ------ | - | ---- | ------ | - | ---- | ------ | -
|                                                                                                                |  | Three MonthsEnded June 30, |        |   | Six Months Ended June 30, |       
|                                                                                                                |  | 2004                       |        |   | 2003                      |        |   | 2004 |        |   | 2003 |       
|Net loss applicable to common shareholders - as reported                                                        |  | $                          | (2,673 | ) |                           | (3,667 | ) |      | (5,031 | ) |      | (6,888 | )
|Add: Stock-based employee compensation expense included in reported net income                                  |  |                            | 2      |   |                           |       |   |      | 94     |   |      |       |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                            | (446   | ) |                           | (561   | ) |      | (730   | ) |      | (796   | )
|                                                                                                                |  |                            |        |   |                           |        |   |      |        |   |      |        |  
|Pro forma net loss                                                                                              |  | $                          | (3,117 | ) |                           | (4,228 | ) |      | (5,667 | ) |      | (7,684 | )
|                                                                                                                |  |                            |        |   |                           |        |   |      |        |   |      |        |  
|Basic and diluted net loss per share:                                                                           |  |                            |        |   |                           |        |   |      |        |   |      |        |  
|As reported                                                                                                     |  | $                          | (0.03  | ) |                           | (0.06  | ) |      | (0.06  | ) |      | (0.12  | )
|                                                                                                                |  |                            |        |   |                           |        |   |      |        |   |      |        |  
|Pro forma                                                                                                       |  | $                          | (0.04  | ) |                           | (0.07  | ) |      | (0.07  | ) |      | (0.13  | )
|                                                                                                                |  |                            |        |   |                           |        |   |      |        |   |      |        |  



The fair value of
options was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:



|                      |  |                            |   |  |       |  
|--------------------- |  | -------------------------- | - |  | ----- | -
|                      |  | Three MonthsEnded June 30, |  
|                      |  | 2004                       |   |  | 2003  |  
|Expected life (years) |  | 4.0                        |   |  | 4.0   |  
|Interest Rate         |  | 3.50                       | % |  | 1.51  | %
|Volatility            |  | 127.8                      | % |  | 130.2 | %
|Dividend Yield        |  | 0                          | % |  | 0     | %



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4. CRITICAL ACCOUNTING POLICIES



Use of Estimates



We have prepared our financial statements in conformity with generally
accepted accounting principles in the United States, which requires management to make estimates and assumptions that effect the amounts reported in financial statement and accompanying notes. Actual results could differ from these estimates.
Significant estimates made by us include those related to accounts receivable and inventory reserves.



Revenue Recognition



We recognize revenue from two types of customersend users and distributors. Revenue is recognized in accordance with Staff Accounting Bulletin 104,
Revenue Recognition in Financial Statements when all of the following criteria are met: persuasive evidence of an agreement exists, shipment of the product has occurred and title of products transferred generally at the point of
shipment, sales price is fixed and determinable, the payment for the product is reasonably assured and no substantive obligations to the customer remain. Customers are not entitled to rights of product return.



Inventories



Inventories which are composed of purchased parts and subassemblies, work in
process and finished goods, are valued at the lower of cost or market with cost being determined by the first-in, first-out method. Cost is based on actual costs computed on a first-in, first-out basis. Inventories are shown net of reserves for
excess and obsolete inventory at the lower cost or market. We provide reserves for potential excess quantities and obsolescence as a result of technological advancements which impact inventories on hand. We have analyzed the level of inventory on
hand, its cost in relation to market value and estimated customer requirements to determine whether write-downs for excess or slow-moving inventory are required. Actual customer requirements in any future periods are inherently uncertain and thus
may differ from estimates. If actual and or expected requirements were significantly greater or lower than the established reserves, a reduction or increase to the obsolescence allowance would be recorded in the period in which such a determination
was made. We have established reserves for excess and slow-moving inventories and believe the reserve of $532,000 at June 30, 2004 is adequate.



Allowance for Doubtful Accounts



We establish estimates of the uncollectability of accounts receivable. Our management analyzes accounts receivable, historical write-offs as bad debts,
customer concentrations, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. We maintain an allowance for doubtful accounts at an amount that we estimate to be sufficient
to provide adequate protection against losses resulting from collecting less than full payment on receivables. We have not experienced significant bad debt expense and we believe our reserve for doubtful accounts of $87,000 should be adequate for
any exposure to loss in our June 30, 2004 accounts receivable.



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Research and Development



Research and development costs, which include clinical and regulatory costs, are charged to expense as incurred.



Stock Based Compensation



We have elected to follow Accounting Principles Board Opinion No.
(APB) 25, Accounting for Stock Issued to Employees and related interpretations in accounting for our employee stock options, including Financial Accounting Standard Board Interpretation (FIN) 44, Accounting
for Certain Transactions Involving Stock Compensation. Compensation expense is based on the difference, if any, between the fair value of the Companys common stock and the exercise price of the option or share right on the measurement
date, which is basically the date of the grant. This amount is recorded as Deferred stock compensation in the Balance Sheet and amortized as a charge to operations over the vesting period of the applicable options or share rights.



5. WARRANTS



All of the warrants that we issued on August 13, 2003, as well as a portion
of the warrants issued on August 14 and August 18, 2003, were exercised in the first quarter of 2004 for a total of 4,144,839 shares of common stock. Warrant exercise prices ranged from $0.7282 to $0.8375 per share. We had issued a notice of
redemption on October 10, 2003 in connection with our election to redeem all outstanding warrants issued on August 13, 2003. Total net proceeds from the exercise of these warrants was $3.1 million.



The Company filed a registration statement with the SEC with respect to the
shares underlying the warrants issued in December 2003, which was declared effective in February 2004. Accordingly, the warrant liability was transferred to additional paid in capital during the first quarter of 2004.



6. INVENTORIES



Inventories consist of the following (in thousands):



|                |  |              |       |                  |   |    
|--------------- |  | ------------ | ----- | ---------------- | - | ---
|                |  | June 30,2004 |       | December 31,2003
|Raw materials   |  | $            | 250   |                  | $ | 336
|Work-in-process |  |              | 152   |                  |   | 164
|Finished goods  |  |              | 671   |                  |   | 491
|                |  |              |       |                  |   |    
|                |  | $            | 1,073 |                  | $ | 991
|                |  |              |       |                  |   |    



Inventory amounts
shown above are net of reserves for excess and obsolete inventory of $532,000 and $412,000 at June 30, 2004 and December 31, 2003, respectively. The Company provides reserves for inventory amounts by considering the potential excess inventory in
relation to sales forecasts and the obsolescence of inventory as a result of technological advancements.



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7. STOCK OPTION RE-PRICING



On March 20, 2000, the Companys Board of Directors approved a
reduction, effective June 2, 2000, in the exercise price of 462,576 outstanding stock options held by executive officers and employees of the Company to the fair market value of the Companys common stock on June 2, 2000, which was $1.16 per
share. These options were granted between July 29, 1997 and July 6, 1999 at exercise prices ranging from $1.91 to $5.88 per share.



Of the initial 462,576 shares that were repriced, 34,786 shares have been cancelled, 29,700 shares have been exercised and 398,090 shares remain
outstanding as of June 30, 2004. The cumulative non-cash compensation expense from the re-valuation of these re-priced options is $25,000 from the date of re-pricing in 2000 until June 30, 2004. No expenses related to the re-pricing were recorded
for the quarter ended June 30, 2004 because the closing price of $0.52 per share on June 30, 2004 is below the repriced exercise price of $1.16 per share and therefore, no adjustment was required. For the options that remain outstanding, additional
compensation expenses will be recognized to the extent the fair value of our common stock exceeds $1.16 per share.



8. NET LOSS PER SHARE



Net loss per share has been computed using the weighted average number of shares of common stock outstanding during the period. We have excluded all
warrants and stock options from the computation of basic and diluted earnings per share because all such securities are anti-dilutive for all periods presented. Excluded common stock equivalents included the following:



|                           |  |              |  |                 
|-------------------------- |  | ------------ |  | ----------------
|                           |  | June 30,2004 |  | December 31,2003
|Warrants                   |  | 17,160,299   |  | 22,336,445      
|Stock Options              |  | 8,219,726    |  | 6,693,513       
|                           |  |              |  |                 
|Total Warrants and Options |  | 25,380,025   |  | 29,029,958      
|                           |  |              |  |                 



9.
RECENT ACCOUNTING PRONOUNCEMENTS



In November 2003, the
Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board released Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128, which provides for a two-class
method of calculating earnings per share computations that relate to certain securities that would be considered to be participating in conjunction with certain common stock rights. This guidance would be applicable to the Company as of the quarter
ending September 30, 2004. EITF No. 03-06 is not expected to have a material impact on our financial statements.



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10. COMMITMENTS AND CONTINGENCIES



The Company currently is a party to various claims, including claims from
private placement agents in conjunction with private placements. While the Company currently believes that the ultimate outcome of these claims will not have a material adverse effect on our results of operations, litigation is subject to inherent
uncertainties, and unfavorable rulings could occur. Depending on the amount and timing, an unfavorable outcome of some or all of these matters could have a material adverse effect on the Companys cash flows, business, results of operations or
financial position. An estimate of potential loss from pending proceedings and claims cannot be made at this time.



Item 2.Managements Discussion And Analysis Of Financial Condition And Results Of Operations



This quarterly report on Form 10-Q, including managements discussion and analysis of financial condition and results of operations, contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the
Companys goals, plans and efforts to secure regulatory approvals and to raise necessary capital, marketing plans, operating results and capital requirements. Except for historical information, the matters discussed in this Form 10-Q are
forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, estimated or contemplated by the forward-looking statements. These factors include the risk
that we will not be able to raise additional capital when needed to continue operations, the risk that we will be unable to obtain U.S. Food and Drug Administration, or FDA, approval for our pre-market approval application, or PMA, for the
REVELATION® Tx linear ablation microcatheter
system, including uncertainties associated with our ability to revise our study design and collect data acceptable to the FDA, the risk that the approval process for the REVELATION Tx or any other product, including additional clinical trials, will
require substantial unanticipated expenses and management attention, the limited number of cases employing our products and the limited amount follow-up information involving these cases, the possibility of business disruption or unanticipated
expenses due to our staffing reduction and financing efforts, and uncertainties associated with our ability to conduct successful clinical trials, obtain and maintain regulatory approvals, gain acceptance for our products from the marketplace,
secure distributors or other strategic partners or successfully manufacture, market, sell and distribute our products, as well as the risk factors discussed below under Factors Affecting Future Results and those disclosed from time to
time in our SEC reports. We assume no obligation to update the forward-looking statements included in this Form 10-Q. This discussion and analysis should be read in conjunction with the Financial Statements and related Notes thereto included
elsewhere in this Form 10-Q and in the Companys most recent Annual Report on Form 10-K.



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Overview



Since our incorporation in November 1992, we have developed, produced and sold a variety of microcatheters, including those for the diagnosis of
ventricular tachycardia. Since 2001 however, our efforts have primarily focused on developing differentiated products that diagnose and treat atrial fibrillation, including our REVELATION® Tx microcatheter for use in the Electrophysiology (EP)
market and our Surgical Ablation System for use in the surgical market.



Our EP products allow for the mapping (diagnosis) and ablation (treatment) of the two most common forms of cardiac arrhythmias: atrial fibrillation and ventricular tachycardia. Arrhythmias are abnormal electrical heart rhythms that
adversely affect the mechanical activities of the heart and can significantly affect a persons quality of life and can be potentially fatal. We have developed microcatheter-based systems designed (1) to locate and provide more extensive and
less traumatic access to arrhythmia-causing tissue for diagnosing the arrhythmia, referred to as mapping, and (2) to restore normal heart rhythms by isolating and destroying the arrhythmia-causing tissue using radio frequency energy, referred to as
ablation. Our microcatheters incorporate multiple electrodes at the distal end to record electrical signals for mapping and, with certain microcatheters, to transfer radio frequency energy for tissue ablation, allowing physicians to both map and
ablate arrhythmias using the same microcatheter. Our microcatheters are designed with variable stiffness guidewire technology and a highly flexible distal tip to allow more extensive and less traumatic access to the chambers and vasculature of the
heart. In addition, all of our microcatheters are disposable, single-use products that we believe can be adapted to and used with all conventional ECG-recording systems and with existing compatible radio frequency generators, eliminating the need
for significant new investment in capital equipment by hospitals.



More recently, we have leveraged our proprietary technologies for treating atrial fibrillation, or AF, into the development of products for the surgical market. On January 29, 2003, we received notice from the FDA that it had approved for
commercialization the Cardima Surgical Ablation System for use in cardiac surgery. This new system connects the Cardima Surgical Ablation Probe, a deflectable multi-electrode linear array microcatheter technology to a commercially available
electrosurgical radio frequency generator through the INTELLITEMP®, a multi-channel radio frequency, or RF, energy management device. This system allows surgeons to direct RF energy through any combination of up to eight probe electrodes
simultaneously into atrial tissue, a feature which can significantly reduce the time required to perform an ablation-based maze procedure. Since September 2003, the Surgical Ablation System has been utilized on a limited basis to treat
AF as an adjunct procedure to valve replacement. In the first quarter of 2004, the Surgical Ablation System (SAS) was utilized in two less invasive cases for the treatment of AF, opening the door to the prospect of the SAS technology being broadly
used in a stand alone procedure to treat AF. While early results are promising, additional patient follow-up data will be required over a period of six months or more, to judge the long-term effectiveness and safety of our system.



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We have generated revenues of approximately $18.1 million from inception to June 30, 2004. Prior to
January 1997, these revenues were generated primarily in Europe and Japan from sales of our PATHFINDER and TRACER microcatheter systems for diagnosing ventricular tachycardia and our REVELATION microcatheter system for diagnosing atrial
fibrillation, as well as ancillary products such as the VENAPORT guiding catheters. Since 1997 and the U.S. Food and Drug Administrations clearance of certain of our products, sales in the United States consist primarily of our PATHFINDER and
REVELATION lines of microcatheters for diagnosing ventricular tachycardia and atrial fibrillation, respectively. To date, our international sales have been made through our small direct sales force, which currently consists of one salesperson and
one administrator, and distributors who sell our products to physicians and hospitals. European sales consist primarily of the REVELATION Tx, REVELATION T-Flex and REVELATION Helix microcatheters for treatment of atrial fibrillation following
receipt of CE Mark for those products in December 1998, December 2001 and November 2002, respectively.



We have a limited history of operations and have experienced significant operating losses since inception. We expect that our operating losses will
continue for the foreseeable future as we continue to invest substantial resources in product development, pre-clinical and clinical trials, obtaining regulatory approval, sales and marketing and manufacturing.



Obtaining and maintaining regulatory approvals is critical to our business.
We are required to conduct clinical trials, demonstrate safety and effectiveness and obtain either 510(k) or PMA approval from the FDA in order to legally sell any of our products for treating atrial fibrillation or ventricular tachycardia in the
United States. While the Surgical Ablation System has received 510(k) approval from the FDA, PMA approval will be required prior to the introduction in the United States of the REVELATION Tx, REVELATION T-Flex and REVELATION Helix microcatheter
systems for treating atrial fibrillation. Outside of the United States, our strategy has been to obtain regulatory approvals in those geographies that offer existing infrastructure to support medical technology as well as offer the potential for
adequate product demand with the goal of positioning us to expand into these geographies once we have sufficient capital and other resources. To date, we have emphasized obtaining regulatory approvals in Western Europe and select portions of Asia.
We cannot assure you that we will be able to obtain or maintain regulatory approvals.



Our primary focus is to obtain FDA approval in the United States of the REVELATION® Tx microcatheter system for the treatment of atrial fibrillation. On September 30, 2002, we submitted a PMA application for this
system to the FDA. On November 5, 2002, the PMA was granted expedited review status. On May 29, 2003, we met with the Circulatory System Devices Panel which recommended that the FDA not approve our PMA for the REVELATION Tx linear ablation
microcatheter system. The Circulatory System Devices Panel commented favorably on the safety and need for this type of device. However, the Panel felt that efficacy data was not sufficiently clear and supportive for the approval. The Panel provided
several suggestions on



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how to possibly reexamine the existing data or how to collect more data on existing patients. On June 26, 2003 we
received a letter from the FDA, which stated that the FDA concurred with the Panels non-approval recommendation. On January 20, 2004 we submitted an amendment to our PMA filing, in which we provided new analysis and an expanded patient base.
On May 28, 2004 we received a letter, dated May 21, 2004, from the FDA, stating that our PMA for the REVELATION Tx linear ablation microcatheter system was not approvable based on the requirements of applicable regulations. The letter stated that,
although we had provided information on an additional 32 patients in the clinical trial in our PMA amendment submitted in January 2004, the concerns identified in the FDAs initial non-approvable letter of June 26, 2003 remain unresolved. Among
other things, the FDAs letter stated that the FDA believes that the least burdensome approach to demonstrate the safety and effectiveness of REVELATION Tx for the intended indication is to collect additional clinical data using a randomized
clinical trial design. We have been engaged in continuing dialogue with the FDA since our receipt of the non-approvable letter on May 28, 2004. At a meeting with the FDAs Center for Devices and Radiological Health on June 18, 2004, the FDA
representatives reiterated the view that data from an additional study would be necessary to demonstrate the effectiveness of REVELATION Tx for atrial fibrillation, and that the nature of the trials primary goal would require a randomized
clinical trial design. The development and implementation of a new clinical trial would require substantial expenditures and management attention, and the timing and success of any such trial cannot be assured.



We had cash and cash equivalents of approximately $4.6 million as of June 30,
2004. Our management believes that our cash balances as of that date will be sufficient to fund planned future expenditures into the fourth quarter of 2004, although the actual amount of expenditures is inherently uncertain. Although our management
recognizes the need to raise funds in the near future, we cannot assure you that we will be successful in consummating any fundraising transaction, or, if we do consummate such a transaction, that its terms and conditions will not be unfavorable to
us. Any failure by us to obtain additional funding will have a material and adverse effect upon us and will likely result in our inability to continue as a going concern. In their opinion accompanying our December 31, 2003 financial statements, our
independent auditors concluded that there is substantial doubt as to our ability to continue as a going concern for a reasonable period of time, and have, therefore, modified their report in the form of an explanatory paragraph describing the events
that have given rise to this uncertainty.



Results Of Operations 
Three and Six Months Ended June 30, 2004 and 2003



Net Sales



For the six-month period ended June 30, 2004, net sales
increased 8% to $1,214,000 in 2004 from $1,129,000 for the same period in 2003. By region, net sales in the United States increased 20% to $582,000 for the six-month period ended June 30, 2004 from $483,000 for the same period in 2003 and European
net sales increased 10% to $219,000 for the six-month period ended June 30, 2004 from $199,000 for the same period in 2003. In the United States, the largest increase came from clinical product sales, to $60,000 for the six-month period ended June
30, 2004 , which had no net sales for the same period in 2003. By product, therapeutic net sales increased for the six-month period ended June 30, 2004 to $206,000 from $34,000 net sales for the



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same period in 2003. Diagnostic product net sales decreased 14% across all regions to $709,000 for the six-month period
ended June 30, 2004 from $828,000 for the same period in 2003. Guiding catheters net sales increased 19% to $269,000 for the six-month period ended June 30, 2004 from $226,000 for the same period in 2003.



Net sales for the quarter ended June 30, 2004 increased 18% to $578,000 from
$491,000 for the same period in 2003. Regionally, net sales in the Europe increased 125% to $90,000 in the second quarter of 2004, from $40,000 for in the same period of 2003. Net sales in the United States increased 14% to $265,000 in the second
quarter of 2004 from $232,000 for the same period in 2003. This increase was partially offset by a 3% decrease in Asian net sales to $212,000 in the second quarter of 2004 from $219,000 for the same period in 2003. The increase in domestic and
international revenue was primarily the result of higher sales of therapeutic and surgical products.



Accounts receivable increased 31% to $391,000 as of June 30, 2004 from $299,000 as of December 31, 2003 due primarily to the increase in net sales in
2004. Allowance for doubtful accounts remained at $87,000 as of June 30, 2004 and December 31, 2003.



Cost of Goods Sold



Cost of goods sold primarily includes raw materials costs, catheter fabrication costs, system assembly and testing costs and manufacturing labor and overhead. Cost of goods sold for the quarter ended June 30, 2004 decreased 25% or $167,000
to $510,000 from $677,000 for the same period in 2003. Cost of goods sold for the six-month period ended June 30, 2004 decreased 25% to $1,228,000 from $1,638,000 for the same period in 2003. This decrease in the cost of goods sold was principally
due to lower expenses realized following the reduction in force in June 2003, which decreased indirect and overhead expenses for periods following the reduction.



Research and Development Expenses



Research and development expenses include product development, clinical testing and regulatory expenses. Total research and development expenses for the
quarter ended June 30, 2004 decreased 27% to $1,204,000 from $1,639,000 for the same period in 2003. Total research and development expenses for the six months ended June 30, 2004 decreased 19% to $2,192,000 from $2,713,000 for the same period in
2003. More specifically, our direct product development costs for the first six months of 2004 increased $282,000, or 23%, to $1,490,000 from $1,208,000 for the same period in 2003, due to expenses incurred in the development of the INTELLITEMP and
products related to the Surgical Ablation System. This increase was offset by a decrease in regulatory and clinical expenses for the first six months of 2004 of $803,000, or 53%, when compared to the same period in 2003. The decrease was
attributable to the reduction of expenses following the finalization of Phase III clinical trials in 2003 and a decrease in expenses following the submission of the REVELATION® Tx PMA to the FDA.



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Clinical trials of our products and regulatory approval efforts have required substantial financial and
management resources. In addition, clinical trials may identify significant technical or other obstacles that we will have to overcome before obtaining the necessary regulatory approvals or market acceptance. Due to the uncertainties associated with
our ability to complete clinical trials, demonstrate product safety and effectiveness and obtain regulatory approval for our products, it is difficult for us to accurately predict the time or cost until completion of product development efforts.



Selling, General and Administrative Expenses



Selling, general and administrative expenses for the quarter ended June 30,
2004 decreased $311,000, or 17%, to $1,548,000 from $1,859,000 for the same period in 2003. Selling, general and administrative expenses for the six months ended June 30, 2004 decreased $918,000, or 25%, to $2,775,000 from $3,693,000 for the same
period in 2003. More specifically, selling expenses for the first six months of 2004 decreased $568,000, or 52%, to $528,000 from $1,096,000 for the first six months of 2003. This decrease is attributable to the lower headcount from the reduction in
force and decreased international sales presence as we continue to focus our resources on securing regulatory approval for the REVELATION® Tx in the United States. General and administrative expenses for the first six months of 2004 also
decreased by $217,000, or 10%, to $1,979,000 from $2,196,000 for the first six months of 2003. The decrease in general and administrative expenses in this period is primarily a result of the direct and indirect expenses resulting from the reduction
in force in June 2003 offset in part by increased public company costs. Marketing expenses for the first six months of 2004 also decreased $133,000, or 33%, to $268,000 from $401,000 for the same period in 2003 due to the reduced promotion and
marketing efforts while we focus our efforts in obtaining REVELATION®Tx FDA approval.



Interest and Other Income



Interest and other income for the quarter ended June 30, 2004 decreased to $15,000 from $21,000 for the same period in 2003. For the six-month period ended June 30, 2004, interest and other income decreased by $42,000 to a loss of $9,000
from a gain of $33,000 for the same six- month period in 2003. The decrease was primarily due to an adjustment of the amounts recorded for two notes receivable to correct accrued interest income based on an adjustable interest rate as opposed to a
fixed interest rate, as per the respective contracts.



Other Non-Cash
Expense



Other non-cash expense for the six months ended
June 30, 2004 was $33,000. No such expense was recorded for the same period in 2003. This non-cash expense relates to the warrants



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issued in connection with our December 2003 private placement, and represents the difference of the warrants
valuation between their date of issuance and the date of registration of the shares underlying the warrants.



Interest Expense



Interest expense for the quarter ended June 30, 2004 was $4,000, unchanged from the same period in 2003. For the six-month period ended June 30, 2004 interest expense increased to $8,000 from $6,000 for the same period in 2003.



Liquidity and Capital Resources



We had cash and cash equivalents of approximately $4.6 million as of June
30, 2004. Our management currently estimates this cash balance will be sufficient to fund planned expenditures into the fourth quarter of 2004, although the actual level of expenditures cannot be predicted with certainty. Although our management
recognizes the need to raise funds in the near future, there can be no assurances that we will be successful in doing so, or, if we do consummate a financing transaction, that the terms and conditions of such financing will not be unfavorable to us,
particularly in light of the FDAs recent non-approvable letter with respect to REVELATION Tx. Any failure by us to obtain additional funding will have a material effect upon us and will likely result in our inability to continue as a going
concern.



We have financed our operations, to date, principally
through (1) private placements of equity securities, (2) our initial public offering of Common Stock in June 1997, together with interest income on such proceeds, (3) borrowings under a $3,000,000 former line of credit, (4) sale of certain of our
non-core patents to Medtronic, Inc. for $8,000,000 in 2002 and 2003 and (5) equipment leases to finance certain capital equipment.



Net cash used in operating activities for the first six months of 2004 was approximately $4,864,000, compared to the net cash used of $7,399,000 for the
first six months of 2003. The decrease of $2,535,000, or 34%, in net cash used in operating activities is due to the overall decrease in operating expenses primarily resulting from the reduction in force implemented on June 30, 2003. Net cash
provided by financing and investing activities for the first six months of 2004 was approximately $3,031,000, compared to $6,222,000 for the first six months of 2003. We received $3,117,000 upon exercise of warrants during the first quarter of 2004,
and $6,297,000 from private placements of common stock in the first six months of 2003.



Our future liquidity and capital requirements will depend upon numerous factors, including receipt of adequate funding, sales and marketing activities, the progress of the our product development efforts, the scope
and cost of new clinical trial activities that may be required by the FDA or other regulatory agencies, the progress of our clinical trials, actions relating to regulatory matters, the costs and timing of expansion of product development,
manufacturing costs, the extent to which our products gain market acceptance and competitive developments.



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Factors Affecting Future Results



If we fail to raise additional capital in the near future, our business will fail.



We have limited cash resources and will need to raise additional capital through public or private financings or other arrangements in order to complete
our clinical trials, obtain necessary regulatory approvals, manufacture and market our products and fund our other expenses. In addition, we may be required to expend greater than anticipated funds if unforeseen difficulties arise in the course of
completing the development, approval and marketing of our products, such as the additional clinical trial activities that the FDA recently stated would be required with respect to our PMA for REVELATION Tx, or in other aspects of our business. We
cannot assure you that additional capital will be available to us when needed, if at all, or, if available, will be obtained on terms attractive to us. If we cannot obtain sufficient capital, we may be forced to delay, scale back or eliminate some
or all of our product research and development programs, to limit the marketing of our products, or to license to third parties the rights to commercialize our products or technologies that we would otherwise develop and market ourselves.
Furthermore, debt financing, if available, may involve restrictive covenants that could affect our ability to raise additional capital. Our failure to raise capital when needed could cause us to cease our operations.



We have financed our operations since inception primarily through the private
placement of equity securities, proceeds from our initial public offering in June 1997, loan facilities and the sale of certain of our patents and other intellectual property. Although our management recognizes the need to raise funds in the near
future, there can be no assurance that we will be successful in consummating any fundraising transaction, or if we do consummate such a transaction, that its terms and conditions will not require us to give investors valuable rights with respect to
our products or technology, warrants or other valuable rights to purchase additional interests in our company, or be otherwise unfavorable to us. Among other things, the agreements under which we issued some of our existing securities include, and
any securities that we may issue in the future may also include, terms that could impede our ability to raise additional funding, such as terms requiring the consent of certain security holders before we issue additional securities. The issuance of
additional securities will likely dilute the interests of existing common stockholders, and could impose additional restrictions on how we operate and finance our business.



We have sold a limited number of our products, and we will continue to incur substantial losses for the foreseeable
future.



We have sold only a limited number of our
microcatheter and surgical products. In addition, we will continue to incur substantial losses into the foreseeable future because of research and product development, clinical trials, regulatory approval efforts and manufacturing, sales,



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marketing and other expenses as we seek to obtain necessary approvals and bring our microcatheters and surgical products
to market. Since our inception, we have experienced losses, and we expect to experience substantial net losses into the foreseeable future.



Our net losses were approximately $5.0 million for the six months ended June 30, 2004 and approximately $13.2 million, $12.6 million and $9.4 million for
the years ended December 31, 2003, 2002 and 2001, respectively. As of June 30, 2004, our accumulated deficit was approximately $108.7 million. Our limited sales history makes it difficult to assess our future results. We cannot be certain that we
will ever generate substantial revenue or achieve profitability. Our failure to generate substantial revenues would harm our business.



Our stock may be delisted from Nasdaq and may become subject to penny stock rules, which would make it more difficult for investors to sell their
shares and may lead to financial penalties under certain of our agreements.



Currently, our common stock trades on the Nasdaq SmallCap Market. We cannot assure you that we will be able to maintain our listing on Nasdaq or any other established trading market. Among other things, Nasdaq has
considerable discretion with respect to listing standards, which include qualitative criteria as well as quantitative criteria, such as minimum stock price requirements, some of which are out of our control.



Among other things, Nasdaq listing rules provide that if the closing bid
price of a companys stock is below $1.00 for more than thirty consecutive trading days, the company faces possible delisting. On May 10, 2004, we received a letter from Nasdaq stating that for the last thirty consecutive business days the
closing bid price of our common stock had remained below the minimum $1.00 per share required for continued inclusion under Marketplace Rule 4310(c)(4)(the Rule). In accordance with Marketplace Rule 4310 (c)(8)(D), we will be provided
180 calendar days, or until November 8, 2004, to regain compliance. If, at any time before November 8, the bid price of our common stock closes at $1.00 per share or more for at least 10 consecutive business days, Nasdaq will provide notification
that we have complied with the Rule. If, after 180 calendar days, we have not regained compliance, Nasdaq will determine whether we meet The Nasdaq SmallCap Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid
price requirement. Those criteria include minimum stockholders equity of $5 million. Our stockholders equity was $5.1 million as of June 30, 2004, and we cannot assure you that we will meet the initial listing criteria at the applicable
time. If we meet the initial criteria, Nasdaq will grant us an additional 180-calendar day compliance period. Thereafter, if we have not regained compliance but satisfy the initial listing criteria, we may be afforded an additional period, up to our
next shareholder meeting, provided we commit to: (1) seek shareholder approval for a reverse stock split at or before our next shareholder meeting and (2) promptly thereafter effect the reverse stock split. The shareholder meeting to seek such
approval must occur no later than two years from May 10, 2004. If we do not regain compliance with the Rule and are not eligible for an additional compliance period, Nasdaq will provide written notification that our securities will be delisted. At
that time, we may appeal Nasdaqs determination to delist our securities to a Listing Qualifications Panel.



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We have faced possible delisting from Nasdaq in the past and even if we comply with the requirements in
Nasdaqs most recent notice to us, we may receive additional notices of potential delisting in the future. For example, the NASD advised us that beginning on April 9, 2001, our common stock would no longer be listed on the Nasdaq SmallCap
Market. We appealed the NASDs decision and met the continued listing requirements in June 2001. In addition, due to our stock trading below $1.00 per share over various prior periods, we have received other notices from the NASD that our stock
could be delisted if its closing bid price did not close at $1.00 per share or more over specified periods. For example, we received notices of this kind on October 28, 2002 and July 22, 2003.



We cannot assure you that we will be able to maintain our listing on the
Nasdaq SmallCap Market. Delisting would have material and adverse effects on our business and the value of your investment. If our common stock were to be delisted from Nasdaq SmallCap Market, our common stock would be considered a penny stock under
regulation of the Securities and Exchange Commission and would therefore be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities. The additional burdens imposed upon broker-dealers by these
requirements could discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common stock and your ability to sell our securities in the secondary market. Delisting could also
make it difficult or impossible for us to raise additional capital, which could cause us to cease operations.



In addition, the purchase agreements signed in connection with the December 31, 2002 and January 22, 2003 private placements provide that if at any time
during the two year period beginning on their respective closing dates, our common stock is delisted from the NASDAQ National SmallCap Market for any reason, the investors shall receive an amount in cash equal to 1.5% of the aggregate purchase price
of all shares and warrants purchased under those agreements for each month or portion thereof from the date of such delisting until our common stock is again listed on the NASDAQ National SmallCap Market. We may also incur other substantial
liabilities under the terms of other financings if our common stock is delisted.



Our need to raise additional capital in the future could have a dilutive effect on your investment.



In order to complete the required regulatory approval process and commercialize our products, we will need to raise additional capital. One possibility
for raising additional capital is the public or private sale of our common stock or securities convertible into or exercisable for our common stock.



If we sell additional shares of our common stock, such sales will further dilute the percentage of our equity that you own. In addition, our recent
private placement financings have involved the issuance of securities at a price per share that represented a discount to the closing price of our common stock and it is possible that we will close future private placements involving the issuance of
securities at a discount to prevailing market prices. Depending upon the price per share of securities that we sell in the future, your interest in us could be further diluted by any adjustments to the number of shares and the applicable exercise
price required pursuant to



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the terms of the agreements under which we previously issued securities. No assurance can be given that previous or
future investors, finders or placement agents will not claim that they are entitled to additional antidilution adjustments or dispute the Companys calculation of any such adjustments. Any such claim or dispute could require us to incur
material costs and expenses regardless of the resolution and, if resolved unfavorably to us, to effect dilutive securities issuances or adjustments to previously issued securities. In addition, certain of our prior securities issuances have
included, and future financings may also include, provisions requiring us to make additional payments to the investors if we fail to obtain or maintain the effectiveness of SEC registration statements by specified dates or take other specified
action. Our ability to meet these requirements may depend on actions by regulators and other third parties, over which we will have no control. These provisions may require us to make payments or issue additional dilutive securities, or could lead
to costly and disruptive disputes. In addition, these provisions could require us to record additional non-cash expenses, as we were required to do in the third quarter of 2003 with respect to certain warrants issued in that quarter



The audit report accompanying our 2003 financial statements
indicates there is substantial doubt as to our ability to continue as a going concern.



As a result of our losses to date and accumulated deficit, the audit report on our 2003 financial statements contains an explanatory paragraph indicating that there is substantial doubt as to our ability to continue
as a going concern. The audit reports on our 2002 and 2001 financial statements contained similar explanatory paragraphs. Our continuation as a going concern will depend upon our ability to generate or obtain sufficient cash to meet our obligations
on a timely basis and ultimately to attain profitable operations. Concern about our ability to continue as a going concern may make it more difficult for us to obtain additional funding to meet our obligations or adversely affect the terms of any
additional funding we are able to obtain. We anticipate that we will continue to incur significant losses until successful commercialization of one or more of our products. There can be no assurance that we can or will operate profitably in the
future, or that we will continue as a going concern.



None
of our ablation products for electrophysiology have received regulatory approval in the United States. Our failure to receive these approvals will harm our business.



To date, none of our products in development for the ablation of atrial fibrillation or ventricular tachycardia has received
regulatory approval in the United States. If we cannot gain U.S. regulatory approval, our business will be materially harmed and we may be unable to secure the funding needed to continue operations. Even if our ablation products are successfully
developed and we obtain the required regulatory approvals, we cannot be certain that our ablation products and their associated procedures will ultimately gain market acceptance. Because our sole product focus is to design and market microcatheter
systems to map and ablate atrial fibrillation and ventricular tachycardia, our failure to obtain regulatory approval for and successfully commercialize these systems would materially harm our business.



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In the United States, we are required to seek a PMA for our ablation products, including the REVELATION
Tx microcatheter, since they have been classified as Class III devices. The process of obtaining a PMA is expensive, lengthy and uncertain and requires clinical trials to demonstrate the safety and effectiveness of the product. In December 1997, the
FDA approved a 10-patient atrial fibrillation feasibility study for mapping and ablation with the REVELATION Tx. We received FDA approval to conduct a Phase III clinical trialfor this system in 2000, and filed portions of the PMA application in
2001. On September 20, 2002, we submitted our PMA application to the FDA with data on more than 80 patients treated with our REVELATION Tx microcatheter system and on November 5, 2002, we announced that the FDA had accepted our filing. We met with
the Circulatory Systems Device Panel on May 29, 2003, and on that date, the Panel recommended that the FDA not approve our PMA for the REVELATION Tx linear ablation microcatheter system. The Circulatory System Devices Panel commented favorably on
the safety and need for this type of device. However, the Panel felt that efficacy data was not sufficiently clear and supportive for the approval. The Panel provided the FDA and the Company with several suggestions on how to possibly reexamine the
existing data or how to collect more data on existing patients. On June 26, 2003, we received a letter from the FDA, which reiterated the recommendation of the Panel and stated the FDA concurred with the recommendation of the Panel. On January 20,
2004, we submitted an amended PMA that provided new analysis, including data from an expanded patient base, to the FDA.



On May 28, 2004 we received a letter, dated May 21, 2004, from the FDA, stating that our PMA for the REVELATION Tx linear ablation microcatheter system
was not approvable based on the requirements of applicable regulations. The letter stated that, although we had provided information on an additional 32 patients in the clinical trial in our PMA amendment submitted in January 2004, the concerns
identified in the FDAs initial non-approvable letter of June 26, 2003 remain unresolved. Among other things, the FDAs letter stated that the FDA believes that the least burdensome approach to demonstrate the safety and effectiveness of
REVELATION Tx for the intended indication is to collect additional clinical data using a randomized clinical trial design. At a meeting with the FDAs Center for Devices and Radiological Health on June 18, 2004, the FDA representatives
reiterated the view that data from an additional study would be necessary to demonstrate the effectiveness of REVELATION Tx for atrial fibrillation, and that the nature of the trials primary goal would require a randomized clinical trial
design. The development and implementation of a new clinical trial would require substantial expenditures and management attention, and the timing and success of any such trial cannot be assured.



We must obtain governmental approvals or clearances before we can sell our
products.



Our products are considered to be medical
devices and are subject to regulation in the United States and internationally. These regulations are wide ranging and govern, among other things:



| |  | product design and development;
| | - | -------------------------------



| |  | product testing;
| | - | ----------------



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| |  | product labeling;
| | - | -----------------



| |  | product storage;
| | - | ----------------



| |  | premarket clearance and approval;
| | - | ---------------------------------



| |  | advertising and promotion; and
| | - | ------------------------------



| |  | product sales and distribution.
| | - | -------------------------------



Before we can market any of our products in the United States or other countries, we must demonstrate that our products are safe and effective and obtain
approval or clearance from the applicable governmental authorities. In the United States, we must obtain from the FDA 510(k) pre-market notification clearance for devices that are classified as Class II or lower, or a PMA for devices classified as
Class III, such as REVELATION Tx, in order to market a product. We have received 510(k) pre-market notification clearances for our PATHFINDER, PATHFINDER mini and TRACER microcatheter systems for mapping ventricular tachycardia, for the
REVELATION microcatheter system for mapping atrial fibrillation and for the Cardima Surgical Ablation System to ablate cardiac tissue during cardiac surgery using radio frequency energy. Currently, the process for 510(k) clearance requires
approximately 120 days and PMA review process requires approximately six to twelve months. The PMA review process is in addition to the time required to conduct clinical trials demonstrating safety and effectiveness. However, the timing of such
processes can be uncertain and may involve significantly more time. We cannot guarantee either the timing or receipt of regulatory approval or clearance for any of our products in development. The FDA may request extensive clinical data to support
either 510(k) clearance or a PMA. The approval process, including any necessary clinical trials, can involve substantial expense. No assurance can be given that we will ever be able to obtain the necessary approvals for any of our products. Our
failure to do so on a timely basis would have a material adverse effect on our business, financial condition and results of operations.



We filed an investigational device exemption (IDE) application for a feasibility trial with the THERASTREAM microcatheter system in December 1998 and
received permission to expand that trial in July 2000. We have postponed the THERASTREAM clinical trial while we focus our resources on obtaining regulatory approval of our REVELATION Tx. There can be no assurance that any additional clinical
studies that we may propose will be permitted by the FDA, will be completed or, if completed, will provide data and information that supports a PMA. Furthermore, we cannot assure you that our Phase III clinical trial for ablation of atrial
fibrillation will provide us with data and information that supports a PMA.



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Even if regulatory approvals are obtained, the applicable regulatory agencies may limit the indications
for which they approve or clear any of our products. Further, the FDA or regulatory agencies in other countries may restrict or withdraw approval or clearance of a product if additional information becomes available to support such action. Delays in
the approval or clearance process, limitation of our labeling claims or denial of our applications or notifications would cause our business to be materially and adversely affected.



Pre-clinical and clinical trials are inherently unpredictable. If we do not successfully conduct these trials, we may be
unable to market or sell our products.



Through
pre-clinical studies and clinical trials, we must demonstrate that our products are safe and effective for their indicated uses. Results from pre-clinical studies and early clinical trials may not allow us to predict results in later-stage testing.
No assurance can be given that our future clinical trials will demonstrate the safety and effectiveness of any of our products or will result in regulatory approval to market our products. As a result, if we are unable to commence and complete our
clinical trials as planned, or demonstrate the safety and effectiveness of our products, our business will be harmed. In addition, no assurance can be given that we can begin any future clinical trials or successfully complete these trials once
started. We may never meet our development schedule for any of our products in development. Even if a product is successfully developed and clinically tested, we cannot be certain that it will be approved by the FDA or other regulatory agency on a
timely basis or at all. If the FDA does not approve our products for commercial sales, our business will be harmed. As described above, we have devoted considerable resources to developing, testing and seeking regulatory approval for our REVELATION
Tx microcatheter systems designed for ablation of atrial fibrillation. On May 28, 2004 we received a letter, dated May 21, 2004, from the FDA, stating that our PMA for the REVELATION Tx linear ablation microcatheter system was not approvable based
on the requirements of applicable regulations. The letter stated that, although we had provided information on an additional 32 patients in the clinical trial in our PMA amendment submitted in January 2004, the concerns identified in the FDAs
initial non-approvable letter of June 26, 2003 remain unresolved. Among other things, the FDAs letter stated that the FDA believes that the least burdensome approach to demonstrate the safety and effectiveness of REVELATION Tx for the intended
indication is to collect additional clinical data using a randomized clinical trial design. At a meeting with the FDAs Center for Devices and Radiological Health on June 18, 2004, the FDA representatives reiterated the view that data from an
additional study would be necessary to demonstrate the effectiveness of REVELATION Tx for atrial fibrillation, and that the nature of the trials primary goal would require a randomized clinical trial design. The development and implementation
of a new clinical trial would require substantial expenditures and management attention, and the timing and success of any such trial cannot be assured. We must receive PMA approval before marketing our products for ablation in the United States.



Additionally, in August 2001, we began a clinical trial in
Germany involving our REVELATION Helix microcatheter in the treatment of atrial fibrillation originating from the pulmonary veins. Enrollment in this study was completed in June 2002. By December 2002, all enrolled study subjects had completed the
six-month follow-up. Data from the six-month follow-up on these subjects will be analyzed and prepared for publication targeted for the fourth quarter



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of 2004. In December 2001, the REVELATION Helix received the CE mark allowing sales in the European Economic Area. We
also received in December 1999 approval for an IDE to begin clinical testing of our THERASTREAM microcatheter system for ablation of ventricular tachycardia and during calendar year 2000 approval to expand that trial; however, we have postponed the
clinical feasibility trial for the THERASTREAM microcatheter system for ablation of ventricular tachycardia to focus on obtaining regulatory approval of our REVELATION Tx for atrial fibrillation. We have no estimate as to when, or if, we will resume
the clinical trial for our THERASTREAM microcatheter system. If we resume that trial, completing it could take several years.



Current or future clinical trials of our microcatheter systems will require substantial financial and management resources. In addition, the clinical
trials may identify significant technical or other obstacles that we will need to overcome before obtaining the necessary regulatory approvals or market acceptance. Our failure to complete our clinical trials, demonstrate product safety and clinical
effectiveness, or obtain regulatory approval for the use of our microcatheter system for the ablation of atrial fibrillation would have a material adverse effect on our business, financial condition and results of operations.



Delays in enrolling patients in our clinical trials could increase our
expenses and harm our business.



The rate at which we may
complete our pre-clinical and clinical trials is dependent upon, among other things, the rate of patient enrollment. Patient enrollment depends on many factors, including the size of the patient population, the nature of the procedure, the proximity
of patients residences to clinical sites, the eligibility criteria for the study and impact of other clinical studies competing for the same patient population and/or the same physicians time and research efforts. Delays in planned
patient enrollment may result in increased costs and delays, which could cause our business results to suffer.



We have entered into engagement letters in connection with our actual and proposed private placements that have in the past and may in future lead to
disputes and also may lead to additional payments of cash or issuances of securities in connection with past or future sales of our securities.



We have entered into several agreements with parties to act as our financial advisors, finders or agents in connection with actual and proposed equity
financings, including agreements entered into in April 2001 and on July 15, 2002, November 13, 2002, December 9, 2002, December 28, 2002 (with another agreement signed with the same party in January 2003), March 11, 2003, July 15, 2003, July 18,
2003, August 2003 (oral agreement) and November 2003. These agreements have provided that we will pay cash fees, generally expressed as 6% to 8% of the funds raised, and issue warrants to purchase specified numbers of shares of our common stock,
generally not exceeding 10% of the number of shares sold, to these parties in connection with our financings. Additional details concerning the terms of these various agreements, and the fees and warrants previously paid to these parties, can be
reviewed in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2004.



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In connection with our prior financings, some of these advisors, finders and agents have alleged that
they are owed additional cash and warrant compensation to which we have felt they were not entitled, and which would be in addition to fees and warrants paid to other advisors with respect to the same investors. Our financial advisors, finders and
agents may assert similar claims in the future.



For example,
shortly before the closing of our August 2002 private placement, the advisor that assisted us with a 2001 private placement, which we refer to as the 2001 Advisor, communicated to us that it believes that it is entitled to cash fees and warrants in
connection with the August 2002 private placement. We strongly disagree with the 2001 Advisors interpretation of its letter agreement with us. In August 2002, we sent the 2001 Advisor a termination letter relating to its 2001 agreement. In
August and September 2002, we received an invoice and a letter from counsel to the 2001 Advisor asserting that it is entitled to cash commissions and warrants as a result of our August 2002 private placement. If the 2001 Advisor prevails on its
claims in connection with the August 2002 private placement, we would be required to pay this advisor $381,570, or 7.5% of the gross proceeds that we received from the sale of common stock, and issue to the advisor warrants to purchase up to 698,287
shares of common stock, or 10% of the number of shares of common stock sold in the August 2002 private placement (and if all of the warrants issued to the investors in that private placement are exercised, an additional $133,549 in cash. We also
received letters from this advisor in January and February 2003 asserting that it is also owed approximately $300,000 plus five year warrants to purchase approximately 533,332 shares of our common stock at an exercise price of $0.8245 per share,
arising in connection with a private placements we consummated in December 2002 and a January 22, 2003 private placement closing. Any additional payments made to this advisor would be in addition to fees and warrants paid to another advisor that
arranged the August 2002 placement and paid to the finder we retained in December 2002. There can be no guarantee that the 2001 Advisor will not claim additional fees or warrants in connection with our financings closed after January 2003 or in
connection with any future financing.



In addition, by letters
dated September 19, 2003 and January 29, 2004, an advisor that we had retained in November 2002 (under an agreement that we terminated effective May 18, 2003) has claimed that under its November 13, 2002 agreement with us, we are obligated to pay
such advisor cash fees of $82,500 and warrants to purchase Units comprising 207,698 shares of our common stock and warrants to purchase 62,309 shares of common stock at an exercise price per share of $0.7282) at an exercise price per
Unit of $0.58256, in connection with three enumerated purchasers investments in our August 2003 private placement. This advisor has also stated its belief that we would have additional obligations to the advisor in the event that other
investors in the August 2003 private placement were investors as to which the advisor is entitled to compensation under its November 13, 2002 agreement. The advisors letter dated January 29, 2004 submitted information alleged to support a
portion of its claim, and stated its belief that we are obligated to register the claimed securities for resale. In our opinion, this advisor has not established the merits of its claim. We cannot predict whether additional claims will be made, or
the resolution of any current or future claims, by this former advisor.



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In August 2003, one of the advisors that we retained in connection with our August 2003 private placement
notified us of its belief that it was entitled to an additional fee of approximately $35,000 and additional warrants to purchase approximately 47,000 shares of common stock, in connection with the August 2003 private placement. We responded that,
based on the information in our possession, we believed that such advisor is not entitled to such fees and warrants. To date, we have received no further information from such advisor in support of its claim.



Due to the existence of these various letter agreements, there is a
possibility that we may be obligated to pay cash fees and issue warrants to one or more financial advisors in connection with the closing of any of our private placements. In addition, we may in the future enter into further agreements with
financial advisors, finders or placement agents, similar to those discussed above, in connection with private or public offerings of our securities. We might agree to pay to these parties a commission on any sales of securities to investors
introduced to us by such parties or a commission based upon the exercise price of any warrants or other securities exercised by investors introduced to us by such parties, and that such commissions will be in addition to commissions payable to other
financial advisors, finders and placement agents working on our behalf. In addition, we may agree to issue to these additional financial advisors, finders and placement agents securities such as warrants to purchase shares of our common stock, which
could dilute your investment in our company. We also may be obligated to pay termination or break-up fees to our current or future financial advisors, finders and placement agents in connection with our financings. These commissions paid or warrants
or other securities issued may be in addition to the commissions payable or securities issuable to other financial advisors, finders or placement agents in respect of the same transaction, and could be substantial. Disputes have arisen from time to
time concerning our financial advisors entitlement to cash and equity compensation associated with our past financings, and additional disputes may arise in the future. These disputes will tend to divert managements time and attention
from running our business and may cause us to incur material costs and expenses.



We have limited sales and limited experience in the sale, marketing and distribution of our products. Our failure to establish an effective direct or indirect sales and marketing force will cause our revenues to
decline.



We have only limited experience marketing and
selling our products in commercial quantities. Currently, we are solely responsible for marketing and distributing our products in the United States. We had previously signed an exclusive three-year distribution agreement with St. Jude Medical
Corporation in 2000, but St. Jude did not meet the first year minimum annual sales quota under the distribution agreement and, in June 2001, we mutually agreed with St. Jude to terminate the agreement. If we receive FDA approval of our PMA for
REVELATION® Tx, we may not have an adequate marketing and sales force to adequately sell that product. Expanding



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our marketing and sales capability to support sales in commercial quantities adequately will require substantial effort
and require significant management and financial resources. Our failure to establish an effective sales and marketing force will prevent us from being able to generate significant revenues from the sale of our products.



We have only a single direct salesperson in Europe. Building and managing a
larger remote sales force effectively, in Europe or elsewhere, would require additional resources, time and expense, which could have a material adverse effect on our business, financial condition and results of operations. We cannot be certain that
we will be able to build a successful European business. Failure to do so would harm our business.



Currently, international sales and marketing of our PATHFINDER, PATHFINDER mini, REVELATION and TRACER microcatheter systems are conducted through a
number of exclusive distributors in certain European countries and Japan and a direct salesperson in Europe. We have sold only a limited number of systems through these distributors. We cannot be certain that these distributors will be able to
effectively market and sell our products. For example, we have terminated several distribution arrangements in Europe because of the distributors failure to meet minimum sales levels under those agreements. We do not currently plan to market
our Surgical Ablation System ourselves, and are currently seeking distributors or other strategic partners for that system. We cannot assure you that we will be able to enter into agreements with desired distributors on a timely basis or at all,
that these distributors will devote adequate resources to selling our products, or that distribution relationships will not lead to costly and disruptive disputes. Our failure to establish and maintain successful distribution relationships would
harm our business.



We rely on multiple third
parties to conduct and collect data for the clinical trials of our products. If we are unable to access this data or the FDA refuses to accept the data in a filing, the commercialization of our products will be delayed and our business will be
harmed.



We often rely on multiple third parties, such as
hospitals and universities, to conduct and collect data for our clinical trials. We depend on these third parties to provide access to data and cooperate with us in completing regulatory filings for the approval or clearance of our products. In
order for the FDA and other regulatory agencies to accept and rely on the data of a filing, the data collection, analysis and summarization must meet certain standards. We cannot be certain that the clinical data collected by the third parties meet
the standards of the FDA or other regulatory agencies. If we are unable to rely on the clinical data collected by third parties, or if these third parties do not perform their contractual obligations, the FDA or other regulatory agencies may require
us to gather additional clinical data. This could significantly delay commercialization of our products, require us to spend additional capital on our clinical trials and harm our business.



We cannot assure the safety or effectiveness of our products.



To obtain and maintain required regulatory approvals and
secure the confidence of physicians and others whose acceptance is needed for our products, we will need to demonstrate



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that our products are safe and effective. We cannot assure you that our products will be deemed safe and effective. Many
of our products, such as our surgical ablation system, which has begun to be used by cardiac surgeons only recently, have not been used to a sufficient extent to permit us to predict their safety and effectiveness. In addition, our products include
components and materials supplied by third parties, whose safety and reliability we cannot guarantee. We have occasionally experienced quality issues with some elements of our products, and we may face additional issues in the future. The perceived
safety and effectiveness of our products can also depend on their manner of use by physicians and other third parties, which we cannot control. If safety and effectiveness issues arise with any of our products in the future, we may incur liabilities
to third parties, lose any regulatory approvals for the applicable product, or be required to redesign the product. These issues will reduce our sales and increase our expenses, possibly substantially.



Our products and their related procedures are novel to the market and will
require the special training of physicians. If the market does not accept our products and procedures, our revenues will decline.



Our microcatheter systems and surgical ablation system represent novel approaches to diagnosing and treating atrial fibrillation and ventricular
tachycardia. Acceptance of our products and procedures by physicians, patients and health care payors will be necessary in order for us to be successful. If the market does not accept our products and the procedures involved in their use, our
business would be harmed and our revenues would decline.



Our products must be safe, effective and cost efficient in order for them to effectively compete against more established treatments. If we cannot compete with these treatments, our revenues will decline.



The market for catheters to diagnose or treat atrial fibrillation and
ventricular tachycardia is highly competitive. Our microcatheter systems for the mapping and ablation of atrial fibrillation and ventricular tachycardia are new technologies. Safety, cost efficiency and effectiveness are the primary competitive
factors in this market. Other competitive factors include the length of time required for products to be developed and receive regulatory approval and, in some cases, reimbursement approval. Existing treatments with which we must compete include:



| |  | conventional catheters using the drag and burn or dot to dot technique;
| | - | ---------------------------------------------------------------------------



| |  | anti-arrhythmic and anti-coagulant drugs;
| | - | -----------------------------------------



| |  | external electrical shock to restore normal heart rhythms and defibrillation;
| | - | -----------------------------------------------------------------------------



| |  | implantable defibrillators;
| | - | ---------------------------



| |  | purposeful destruction of the atrial-ventricular node followed by implantation of a pacemaker; and
| | - | --------------------------------------------------------------------------------------------------



| |  | open-heart surgery known as the maze procedure.
| | - | -------------------------------------------------



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Physicians will not recommend the use of our systems unless they can conclude that our systems provide a
safe, effective and cost-efficient alternative to current technologies for the mapping and ablation of atrial fibrillation or ventricular tachycardia. If our clinical data and other studies do not show that our products are safe and effective, the
FDA and other regulators will not approve our products for sale. If our products are not approved, we will not be able to enter the market and we will not be able to generate revenues from their sale.



If we do not comply with applicable domestic laws and regulations after
obtaining approvals or clearances, our business results may suffer.



After initial regulatory approval or clearance of our products, we will continue to be subject to extensive domestic regulatory requirements. Our failure to comply with applicable regulatory requirements can result in
enforcement actions by the FDA, and other regulatory agencies, including, but not limited to:



| |  | fines;
| | - | ------



| |  | injunctions;
| | - | ------------



| |  | recall or seizure of products;
| | - | ------------------------------



| |  | withdrawal of marketing approvals or clearances;
| | - | ------------------------------------------------



| |  | refusal by the FDA to grant clearances or approvals; and
| | - | --------------------------------------------------------



| |  | civil and criminal penalties.
| | - | -----------------------------



We also are required to demonstrate and maintain compliance with the FDAs Quality System Regulations for all of our products. The FDA enforces the
Quality System Regulations through periodic inspections, including a pre-approval inspection for PMA products. The Quality System Regulations relates to product testing and quality assurance, as well as the maintenance of records and documentation.
If we do not, or any third-party manufacturer of our products does not, comply with the Quality System Regulations and cannot be brought into compliance, we will be required to find alternative manufacturers. Identifying and qualifying alternative
manufacturers would likely be a long and difficult process. We also are required to provide information to the FDA on deaths or serious injuries alleged to have been associated with the use of our medical devices, as well as product malfunctions
that could contribute to death or serious injury. If we fail to comply with these applicable regulations, we may incur substantial business disruption, expenses, penalties, fines and other liabilities and our business results and financial condition
could suffer.



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If we do not comply with foreign regulatory requirements to market our products outside the United
States, our business will be harmed.



Sales of medical
devices outside the United States are subject to international regulatory requirements that vary from country to country. The time required for approval varies from country to country and may be longer or shorter than the time required in the United
States. In order to market any of our products in the member countries of the European Union, we are required to obtain CE Mark certification. CE Mark certification is an international symbol of adherence to quality assurance standards and
compliance with the European Medical Device Directives. We have received CE Mark certification to sell our PATHFINDER, PATHFINDER mini, REVELATION, REVELATION Tx, REVELATION Helix, and TRACER microcatheters and VENAPORT, VUEPORT and NAVIPORT
guiding catheters for mapping in the European Union, and approval to sell some of our products in Canada. We received CE Mark Clearance for the INTELLITEMP radio frequency energy management devices during the first quarter of 2004.



We intend to submit data in support of additional CE Mark applications.
However, there can be no assurance we will be successful in obtaining or maintaining the CE Mark for any of our products, as the case may be. Failure to receive or maintain approval to affix the CE Mark would prohibit us from selling these products
in member countries of the European Union, and would require significant delays in obtaining individual country approvals. No assurance can be given that we will ever obtain or maintain such approvals. If we do not receive or maintain these
approvals, our business could be harmed.



In July 2003, we
received a Section 40 Letter (intention to suspend a medical device license) from the Medical Devices Bureau of the Health Products and Food Branch of Health Canada. On December 1, 2003, after meeting with the Medical Devices Bureau and providing
additional analysis from our current trial, we received notification from the Bureau that the medical device license would not be suspended. We may receive similar notices in the future from U.S. or foreign agencies relating to approvals previously
obtained or pending regulatory submissions.



Reuse of our
single-use products could cause our revenues to decline.



Although we label all of our microcatheter systems for single-use only, we are aware that some physicians potentially may reuse these products. Reuse of our microcatheter systems could reduce revenues from product sales and could cause our
revenues to decline. In addition, such misuse of our products could result in personal injury and death. See Factors Affecting Future ResultsWe may face product liability claims related to the use or misuse of our products.



Difficulties presented by international factors could
negatively affect our business.



A component of our
strategy is to expand our international sales revenues. We believe that we will face risks in doing business abroad that we do not face domestically. Among the international risks we believe are most likely to affect us are:



| |  | export license requirements for our products;
| | - | ---------------------------------------------



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| |  | exchange rate fluctuations or currency controls;
| | - | ------------------------------------------------



| |  | changes in the regulation of medical products by the European Union or other international regulatory agencies;
| | - | ---------------------------------------------------------------------------------------------------------------



| |  | the difficulty in managing a direct sales force from abroad;
| | - | ------------------------------------------------------------



| |  | the financial condition, expertise and performance of our international distributors and any future international distributors;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| |  | domestic or international trade restrictions; or
| | - | ------------------------------------------------



| |  | changes in tariffs.
| | - | -------------------



Any of these factors could damage our business results.



We may be unable to successfully commercialize our microcatheter or surgical products, as the industry for them is highly competitive.



The market for catheters to map and/or ablate atrial fibrillation and
ventricular tachycardia is highly competitive, as is the market for surgical ablation products. Several of our competitors are developing different approaches and products for these procedures. These approaches include mapping systems using contact
mapping, single-point spatial mapping and non-contact, multi-site electrical mapping technologies, and ablation systems using radio frequency, ultrasound, microwave, laser and cryoblation technologies. Other companies are also developing surgical
procedures that could allow physicians to perform the open-heart surgical maze procedure for the treatment of atrial fibrillation in a minimally invasive manner. If any of these new approaches or products proves to be safe, effective and cost
effective, our products could be rendered non-competitive or obsolete, which would harm our business.



Many of our competitors have an established presence in the field of interventional cardiology and electrophysiology, or the study of the electrical
system of the heart. These competitors include C.R. Bard, Inc., Medtronic, Inc., Boston Scientific, through its EP Technologies and Cardiac Pathways divisions, Johnson & Johnson, through its Biosense-Webster division and St. Jude Medical, Inc.,
through its Daig division. These competitors have substantially greater financial and other resources than we do, including larger research and development staffs and greater experience and capabilities in conducting clinical trials, obtaining
regulatory approvals, and manufacturing, marketing and distributing products. In addition, other companies are developing proprietary systems for the diagnosis and treatment of cardiac arrhythmias, including Biosense-Webster, a division of Johnson
& Johnson, and Endocardial Solutions, Inc. Other companies are also developing, marketing and selling alternative approaches for the treatment of atrial fibrillation and ventricular tachycardia, including manufacturers of implantable
defibrillators such as Guidant Corporation, Medtronic, Inc. and St. Jude Medical, Inc. We cannot be certain that we will succeed in developing and marketing



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technologies and products that are safer, more clinically effective and cost-effective than the more established
treatments or the new approaches and products being developed and marketed by our competitors. Furthermore, there can be no assurance that we will succeed in developing new technologies and products that will be available before those of our
competitors. Our failure to demonstrate the competitive advantages and achieve market acceptance of our products would significantly harm our business.



We license portions of our product technology from potential competitors, and the termination of any of these licenses would harm our business.



We rely on license agreements for some of our product
technology from potential competitors. A license from Target Therapeutics, Inc., a subsidiary of Boston Scientific Corporation, is the technological basis for our microcatheter systems for mapping and ablation. Boston Scientific Corporation
currently has research efforts in the field of electrophysiology that may compete with our products. Under the Target Therapeutics license agreement we have an exclusive license under specific issued United States patents. The exclusive license from
Target Therapeutics covers the diagnosis and treatment of electrophysiological disorders in areas other than the central nervous system. In addition, we have obtained a non-exclusive license to use Target Therapeutics technology, provided we
have made a substantial improvement of such technology, for the diagnosis or treatment of diseases of the heart, other than by balloon angioplasty. The license will terminate upon the expiration or invalidation of all claims under the underlying
patents. In addition, Target Therapeutics has the right to terminate the license earlier if we fail to comply with various commercialization, sublicensing, insurance, royalty, product liability, indemnification, non-competition and other
obligations. Furthermore, either party can terminate the license if a material breach remains uncured for thirty days or if either party ceases to be actively engaged in its present business for a period of twelve months. The loss of our exclusive
rights to the Target Therapeutics-based microcatheter technology would significantly harm our business.



In December 2000, we sold certain patents and related intellectual property pertaining to intravascular sensing and signal detection to Medtronic, Inc.,
which currently has research efforts in the field of electrophysiology that may compete with our products. We received a perpetual, worldwide license at no cost from Medtronic to use these patents and related intellectual property in our products
for mapping and ablation of arrhythmia-causing tissue. In addition, Medtronic agreed not to sublicense the patents within our field of use to any non-affiliated party. We have also licensed a proprietary surface-coating material from another vendor
used on certain of our microcatheters.



We cannot be certain
that these licenses will continue to be available to us or will be available to us on reasonable terms. The loss of or inability to maintain any of these licenses could result in delays in commercial shipments until we could internally develop or
identify, license and integrate equivalent technology. These delays would have a material adverse effect on our business, financial condition and results of operations.



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We may not be able to commercialize our products under development if they infringe existing patents
or patents that have not yet issued.



We believe that our
patent applications and products do not interfere with existing patents. However, we cannot be sure that relevant patents have not been issued that could block our ability to obtain patents or commercialize our products. Moreover, because U.S.
patent applications are not a matter of public record, a patent application could currently be on file that would prevent us from obtaining a patent issuance. In addition, Congress recently amended the U.S. patent laws to exempt physicians, other
health care professionals and affiliated entities from infringement liability for medical and surgical procedures performed on patients. The issuance of any potentially competing patent could harm our business.



We have received in the past and expect to continue to receive letters from
others threatening to enforce patent or other intellectual rights against us. We cannot be certain that we will not become subject to patent or intellectual property infringement claims or litigation, interference proceedings in the U.S. Patent and
Trademark Office to determine the priority of inventions, or oppositions to patent grants in foreign countries. Any such claim, litigation or proceeding, regardless of the outcome, would likely require us to expend substantial defense costs and
would disrupt our business. An adverse determination in litigation, interference or opposition proceedings could subject us to significant liabilities to third parties, require us to cease using important technology invalidate our intellectual
property rights, or require us to license disputed rights from third parties. However, we cannot be certain that any licenses will be available to us on commercially reasonable terms or at all. Our inability to obtain such a license could materially
delay the commercialization of our products, require us to expend substantial resources to design and develop alternative to the disputed technology, and otherwise harm our business. Our license with Target Therapeutics does not provide us with
indemnification against claims brought by third parties alleging infringement of patent rights. Consequently, we would bear the liability resulting from such claims. We cannot be certain that we will have the financial resources to protect and
defend our intellectual property, as such defense is often costly and time-consuming. Our failure to protect our patent rights, trade secrets, know-how or other intellectual property would harm our business.



If healthcare providers do not receive adequate reimbursement for
procedures using our products, the market may not accept our products and our revenues may decline.



U.S. healthcare providers, including hospitals and physicians, that purchase microcatheter products generally rely on third-party payors, principally
federal Medicare, state Medicaid and private health insurance plans, to reimburse all or a part of the costs and fees associated with the procedures performed using our products. The success of our products will depend upon the ability of healthcare
providers to obtain satisfactory reimbursement for medical procedures in which our microcatheter systems are used. If these healthcare providers are unable to obtain reimbursement from third-party payors, the market may not accept our products and
our revenues may decline.



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Third-party payors may deny reimbursement if they determine that a prescribed device (1) has not received
appropriate regulatory clearances or approvals, (2) is not used in accordance with cost-effective treatment methods as determined by the payor, or (3) is experimental, unnecessary or inappropriate. If we receive FDA clearance or approval,
third-party reimbursement also would depend upon decisions by the United States Health Care Financing Administration for Medicare, as well as by individual health maintenance organizations, private insurers and other payors. Reimbursement systems in
international markets vary significantly by country and by region within some countries, and reimbursement approvals may be obtained on a country-by-country basis. Many international markets have government-managed health care systems that control
reimbursement for new devices and procedures. In most markets, there are private insurance systems as well as government-managed systems. There can be no assurance that (1) reimbursement for our products will be available domestically or
internationally, (2) if available, that such reimbursement will be available in sufficient amounts in the United States or in international markets under either government or private reimbursement systems, or (3) that physicians will support and
advocate reimbursement for procedures using our products. Failure by hospitals and other users of our products to obtain reimbursement from third-party payors or changes in government and private third-party payor policies toward reimbursement for
procedures employing our products would harm our business. Moreover, we are unable to predict what additional legislation or regulation, if any, relating to the health care industry or third-party coverage and reimbursement may be enacted in the
future, or what effect such legislation or regulation would have on our business.



We cannot be certain that we will be able to manufacture our products in high volumes at commercially reasonable costs.



We currently manufacture our microcatheter systems in limited quantities for U.S. and international sales and for pre-clinical and clinical trials.
However, we have limited experience manufacturing our products in the amounts necessary to achieve significant commercial sales. For example, we currently do not have the ability to manufacture one of the components of our Surgical Ablation System
in substantial quantities. We expect that if U.S. sales of our PATHFINDERmicrocatheter
products, our REVELATION®microcatheter products, or our Surgical Ablation System increase
or if we receive FDA clearance or approvals for other products, we will need to expend significant capital resources and develop additional manufacturing capacity to establish large-scale manufacturing capabilities. However, we could encounter
problems related to:



| |  | capacity constraints;
| | - | ---------------------



| |  | production yields;
| | - | ------------------



| |  | quality control; and
| | - | --------------------



| |  | shortages of qualified personnel.
| | - | ---------------------------------



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Such problems could affect our ability to adequately scale-up production of our products and fulfill
customer orders on a timely basis, which could harm our business.



Our manufacturing facilities are subject to periodic inspection by regulatory authorities. Our operations must either undergo Quality System Regulations compliance inspections conducted by the FDA or receive an FDA exemption from such
compliance inspections in order for the FDA to permit us to produce products for sale in the United States. Our facilities and manufacturing processes are subject to inspections from time to time by the FDA, the State of California and European
Notified Bodies. We have demonstrated compliance with EN 46001 (ISO 13485 or ISO 9001) quality standards, as well as compliance with 93/42/EEC, the Medical Device Directive. We comply with procedures to produce products for sale in Europe. Any
failure by us to comply with the Quality System Regulations requirements or to maintain our compliance with EN 46001 (ISO 13485 or ISO 9001) standards and 93/42/EEC, the Medical Device Directive, will require us to take corrective actions, such as
modification of our policies and procedures. In addition, we may be required to cease all or part of our operations for some period of time until we can demonstrate that appropriate steps have been taken to comply with Quality System Regulations or
EN 46001 (ISO 13485 or ISO 9001) standards. There can be no assurance that we will be found in compliance with the Quality System Regulations by regulatory authorities, or that we will maintain compliance with EN 46001 (ISO 13485 or ISO 9001)
standards in future audits. Our failure to comply with state or FDA Quality System Regulations, maintain compliance with EN 46001 (ISO 13485 or ISO 9001) standards, or develop our manufacturing capability in compliance with such standards, would
have a material adverse effect on our business, financial condition and results of operations.



Our facilities and manufacturing processes have undergone a successful annual surveillance audit by the European Notified Body in November 2002 and a pre-PMA inspection in December 2003. In November 2000 and in
January 2003, the FDA conducted an inspection of our quality system, which we successfully passed. There is no assurance that our manufacturing facilities will continue to meet such compliance audits and will maintain such compliance standards.



If our sole-source suppliers are unable to meet our
demands, our business results will suffer.



We purchase
certain key components for some of our products, from sole, single or limited source suppliers. For some of these components, there are relatively few alternative sources of supply. Establishing additional or replacement suppliers for any of the
numerous components used in our products, if required, may not be accomplished quickly and could involve significant additional costs. Any supply interruption from vendors or failure to obtain alternative vendors for any of the numerous components
used to manufacture our products would limit our ability to manufacture our products. Any such limitation on our ability to manufacture our products would cause our business results to suffer.



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We may face product liability claims related to the use or misuse of our products.



We face an inherent business risk of product liability claims in the event
that the use or misuse of our products results in personal injury or death. We have received claims of this type in the past and may receive additional claims in the future. We cannot be certain, in particular after commercial introduction of our
products, that we will not experience losses due to product liability claims. We currently have general liability insurance with coverage in the amount of $1.0 million per occurrence, subject to a $2.0 million annual limitation. We have product
liability insurance with coverage in the amount of $5.0 million per occurrence, subject to a $5.0 million annual limitation. We cannot be certain that such coverage will be adequate or continue to be available to us on reasonable terms, if at all.
In addition, there can be no assurance that all of the activities encompassed within our business are or will be covered under our policies. Although we label our microcatheter products for single-use only, we are aware that some physicians are
re-using such products. Moreover, despite labeling our microcatheters for diagnostic use only, we believe that physicians are using such mapping microcatheters for ablation. Multiple use or off-label use of our microcatheters could
subject us to increased exposure to product liability claims, which could have a material adverse effect on our business, financial condition and results of operations. We may require additional product liability coverage if we significantly expand
commercialization of our products. Such additional coverage is expensive, difficult to obtain and may not be available in the future on acceptable terms, if at all. Any claims or series of claims against us, regardless of their merit or eventual
outcome, could have a material adverse effect on our business, financial condition and results of operations.



We are dependent upon our key personnel and may need to hire additional key personnel in the future.



Our ability to operate successfully depends in significant part upon the
continued service of certain key scientific, technical, clinical, regulatory and managerial personnel, and our continuing ability to attract and retain additional highly qualified personnel in these areas. Competition for such personnel is intense,
especially in the San Francisco Bay Area. We cannot be certain that we can retain such personnel or that we can attract or retain other highly qualified scientific, technical, clinical, regulatory and managerial personnel in the future, including
key sales and marketing personnel.



We do not intend to pay
cash dividends on our stock.



We have never paid cash
dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. Instead, we intend to retain future earnings for reinvestment in our business.



Substantial future sales of our common stock in the public market could cause our stock price to fall.



Among other factors contributing to the potential volatility of our stock
price, additional sales of our common stock in the public market, or the perception that such sales could occur, could cause the market price of our common stock to decline.



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Delaware law, our corporate charter and bylaws and our stockholder rights plan could delay or
discourage takeover attempts that stockholders may consider favorable.



Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control of our company. These provisions include:



| |  | the ability of the board of directors to alter our bylaws without stockholder approval;
| | - | ---------------------------------------------------------------------------------------



| |  | the ability of the board of directors to issue, without stockholder approval, up to five million shares of preferred stock with rights set by the board of directors, which rights
could be senior to those of our common stock; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | the elimination of the rights of stockholders to act by written consent.
| | - | ------------------------------------------------------------------------



Each of these provisions could discourage potential takeover attempts.



In May 2002, we adopted a stockholder rights plan and declared a dividend distribution of one right for each outstanding
share of common stock on May 21, 2002. Each right, when exercisable, entitles the registered holder to purchase from us one one-hundredth of a share of a new series of preferred stock on the terms stated in our rights plan. The rights will generally
separate from the common stock and become exercisable if any person or group acquires or announces a tender offer to acquire 15% or more of our outstanding common stock without the consent of our board of directors. Because the rights may
substantially dilute the stock ownership of a person or group attempting to take us over without the approval of our board of directors, our stockholder rights plan could make it more difficult for a third party to acquire us (or a significant
percentage of our outstanding capital stock) without first negotiating with our board of directors. In addition, we are governed by provisions of Delaware law that may prohibit large stockholders, in particular those owning 15% or more of our
outstanding voting stock, from merging or combining with us.



These provisions in our charter, bylaws and rights plan and under Delaware law could discourage takeover attempts that our stockholders would otherwise favor, or otherwise reduce the price that investors might be willing to pay for our
common stock in the future.



Item 3. Quantitative and Qualitative Disclosure about Market Risk



Since we did not have a short-term investment or a line of credit obligation as of June 30, 2004, we do not have any material quantitative disclosures
about market risk.



Item 4: Controls and Procedures



Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
Exchange Act), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in
Securities



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and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and
procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive
Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls and procedures were effective to ensure that material information relating to us, including our consolidated subsidiaries, is
made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.



Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the quarter
ended June 30, 2004, that have materially affected, or are reasonably like to materially affect, our internal controls over financial reporting.



PART II. OTHER INFORMATION



Item 1.Legal Proceedings



From time to time, we are subject to certain legal proceedings that arise in the ordinary course of business. In the opinion of management, no pending legal proceedings are reasonably likely to have a material adverse
effect on our financial condition, liquidity or results of operations. However, the results of legal proceedings cannot be predicted with certainty. Should we fail to prevail in any legal proceedings, our operating results for a particular reporting
period could be materially adversely affected.



Item 2.Changes in Securities and Use of Proceeds



None.



Item 3.Default Upon Senior Securities



None.



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Item 4.Submission of Matters to a Vote of the Security Holders



On May 20, 2004, the Company held its Annual Meeting of Stockholders. The following actions were taken at the Annual Meeting. As of March 31, 2004, the
record date, 84,618,254 shares were entitled to vote at the Annual Meeting.



|1. | As listed below, all of managements nominees for directors were elected:
|-- | -------------------------------------------------------------------------



Gabriel B. Vegh  57,525,392 shares voted in favor, 964,420 withheld.

Jesse D. Erickson  57,525,592 shares voted in favor, 964,220 withheld.

Rodolfo C. Quijano, M.D., Ph.D.  57,525,392 shares voted in favor, 964,420 withheld

Phillip Radlick, Ph.D.  57,525,592 shares voted in favor, 964,220 withheld.

Lawrence J. Siskind  57,505,592 shares voted in favor, 984,220 withheld.



|2. | The proposal to amend and restate our 2003 Stock Option Plan with an additional 2,000,000 shares reserved for this plan was approved with 10,446,976 shares voting in
favor, 3,853,977 shares voting against and 525,726 shares abstaining.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | The proposal to amend our Certificate of Incorporation authorizing the Board of Directors to increase our number of authorized shares of Common Stock from 125,000,000 to 150,000,000
and to increase the number of total authorized shares from 130,000,000 to 155,000,000 was approved with 55,659,813 shares voting in favor, 2,650,765 shares voting against and 179,234 shares abstaining.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | The selection of BDO Seidman, LLP as our independent auditors for the fiscal year ending December 31, 2004 was ratified with 57,139,567 shares voting in favor, 1,140,826
shares voting against and 209,419 shares abstaining.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 5.Other Information



None.



Item 6.Exhibits and Reports on Form 8-K



(a) Exhibits



|     |  |                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Incorporation, as amended, of Cardima, Inc.                                                                                  
|     | 
|31.1 |  | Certification of the Chief Executive Officer of Cardima, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.        
|     | 
|31.2 |  | Certification of the Interim Chief Financial Officer of Cardima, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.



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|     |  |                                                                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|32.1 |  | Certification furnished pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification furnished pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | (b) | Reports on Form 8-K filed during the second quarter of 2004:
| | --- | ------------------------------------------------------------



On May 6, 2004, we furnished a report on Form 8-K, with an exhibit thereto, to announce financial results for the first quarter ended March 31, 2004. This
Form 8-K shall not be deemed filed for any purpose under the Securities Exchange Act of 1934, as amended.



On June 1, 2004, we filed a report on Form 8-K to announce that we had received a non-approvable letter from the U.S. Food and Drug Administration with
respect to our amended pre-market approval application for the REVELATION® Tx microcatheter system.



On June 23, 2004, we filed a report on Form 8-K to announce that we met with representatives of the Center for Devices and Radiological Health of the U.S.
Food and Drug Administration at a meeting on Friday, June 18, 2004.



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CARDIMA, INC.



SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      |  |                                               
|--------------------- |  | ----------------------------------------------
|DATE: August 13, 2004 |  | CARDIMA, INC.                                 
|                      | 
|                      |  | /s/    GABRIEL B. VEGH                        
|                      |  | GABRIEL B. VEGH                               
|                      |  | Chairman, Chief Executive Officer and Director
|                      | 
|                      |  | /s/  BARRY D. MICHAELS                        
|                      |  | BARRY D. MICHAELS                             
|                      |  | Interim Chief Financial Officer and Secretary 



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