##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 000-51512
 
 Cardiac Science Corporation
  Delaware
    
    94-3300396(State of Incorporation)
    
    (IRS Employer Identification No.)
 3303 Monte Villa Parkway
Bothell, Washington 98021
 (425) 402-2000
 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)
    
    
    3Item 2. Managements Discussion and Analysis
of Financial Condition and Results of
Operations
    
    
    15Item 3. Quantitative and Qualitative
Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of
Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24SIGNATURE
    
    
    25EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,(In thousands)
    
    2008
    
    
    2007ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    22,490
    
    
    $
    20,159Short-term investments
    
    
    
    
    
    
    350Accounts receivable, net of allowance for doubtful accounts of $660 and
$500, respectively
    
    
    32,440
    
    
    
    29,439Inventories
    
    
    22,409
    
    
    
    21,794Deferred income taxes, net
    
    
    9,590
    
    
    
    9,558Prepaid expenses and other current assets
    
    
    3,070
    
    
    
    2,509Total current assets
    
    
    89,999
    
    
    
    83,809Other assets
    
    
    124
    
    
    
    125Machinery and equipment, net of accumulated depreciation and amortization of
$13,654 and $13,065, respectively
    
    
    4,870
    
    
    
    5,056Deferred income taxes, net
    
    
    29,120
    
    
    
    30,288Intangible assets, net of accumulated amortization of $10,916 and $9,927,
respectively
    
    
    34,064
    
    
    
    35,053Investments in unconsolidated entities
    
    
    634
    
    
    
    727Goodwill
    
    
    107,613
    
    
    
    107,613Total assets
    
    $
    266,424
    
    
    $
    262,671LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    14,413
    
    
    $
    12,792Accrued liabilities
    
    
    9,634
    
    
    
    11,075Warranty liability
    
    
    3,447
    
    
    
    3,211Deferred revenue
    
    
    8,811
    
    
    
    8,141Total current liabilities
    
    
    36,305
    
    
    
    35,219Other liabilities
    
    
    
    
    
    
    54Total liabilities
    
    
    36,305
    
    
    
    35,273Minority interests
    
    
    180
    
    
    
    127Commitments and contingenciesShareholders Equity:Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares
issued or outstanding as of March 31, 2008 and December 31, 2007,
respectively
    
    
    
    
    
    
    Common stock
(65,000,000 shares authorized), $0.001 par value, 22,822,634
and 22,781,648 shares issued and outstanding at March 31, 2008 and
December 31, 2007, respectively
    
    
    224,926
    
    
    
    224,250Accumulated other comprehensive income
    
    
    105
    
    
    
    167Retained earnings
    
    
    4,908
    
    
    
    2,854Total shareholders equity
    
    
    229,939
    
    
    
    227,271Total liabilities and shareholders equity
    
    $
    266,424
    
    
    $
    262,671
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months EndedMarch 31,(In thousands, except share and per share data)
    
    2008
    
    
    2007Revenues:Products
    
    $
    44,339
    
    
    $
    37,691Service
    
    
    4,620
    
    
    
    3,979Total revenues
    
    
    48,959
    
    
    
    41,670Cost of Revenues:Products
    
    
    21,532
    
    
    
    18,837Service
    
    
    3,229
    
    
    
    2,953Total cost of revenues
    
    
    24,761
    
    
    
    21,790Gross profit
    
    
    24,198
    
    
    
    19,880Operating Expenses:Research and development
    
    
    3,863
    
    
    
    2,982Sales and marketing
    
    
    12,189
    
    
    
    11,108General and administrative
    
    
    5,125
    
    
    
    4,512Litigation and related expenses
    
    
    
    
    
    
    1,688Total operating expenses
    
    
    21,177
    
    
    
    20,290Operating income (loss)
    
    
    3,021
    
    
    
    (410
    )Other Income:Interest income
    
    
    115
    
    
    
    22Other income, net
    
    
    211
    
    
    
    125Total other income
    
    
    326
    
    
    
    147Income (loss) before income tax benefit (expense)
and minority interests
    
    
    3,347
    
    
    
    (263
    )Income tax benefit (expense)
    
    
    (1,240
    )
    
    
    75Income (loss) before minority interests
    
    
    2,107
    
    
    
    (188
    )Minority interests
    
    
    (53
    )
    
    
    22Net income (loss)
    
    $
    2,054
    
    
    $
    (166
    )Net income (loss) per share  basic
    
    $
    0.09
    
    
    $
    (0.01
    )Net income (loss) per share  diluted
    
    $
    0.09
    
    
    $
    (0.01
    )Weighted average shares outstanding  basic
    
    
    22,795,693
    
    
    
    22,611,743Weighted average shares outstanding  diluted
    
    
    23,312,933
    
    
    
    22,611,743
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,(In thousands)
    
    2008
    
    
    2007Operating Activities:Net income (loss)
    
    $
    2,054
    
    
    $
    (166
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Stock-based compensation
    
    
    558
    
    
    
    613Depreciation and amortization
    
    
    1,609
    
    
    
    1,606Loss on disposal of equipment
    
    
    
    
    
    
    3Unrealized
loss on foreign currency forward exchange contracts
    
    
    92
    
    
    
    Deferred income taxes
    
    
    1,170
    
    
    
    (75
    )Minority interests
    
    
    53
    
    
    
    (22
    )Changes in operating assets and liabilities, net of
business acquired:Accounts receivable, net
    
    
    (3,001
    )
    
    
    (258
    )Inventories
    
    
    (608
    )
    
    
    (607
    )Prepaid expenses and other assets
    
    
    (563
    )
    
    
    (584
    )Accounts payable
    
    
    1,621
    
    
    
    2,183Accrued liabilities
    
    
    (1,431
    )
    
    
    (638
    )Warranty liability
    
    
    236
    
    
    
    76Deferred revenue
    
    
    670
    
    
    
    135Net cash provided by operating activities
    
    
    2,460
    
    
    
    2,266Investing Activities:Purchases of short-term investments
    
    
    
    
    
    
    (149
    )Maturities of short-term investments
    
    
    350
    
    
    
    547Purchases of machinery and equipment
    
    
    (434
    )
    
    
    (328
    )Payments related to the purchase of Cardiac Science, Inc.
    
    
    (156
    )
    
    
    (270
    )Net cash used in investing activities
    
    
    (240
    )
    
    
    (200
    )Financing Activities:Proceeds from exercise of stock options and issuance of
shares under employee stock purchase plan
    
    
    173
    
    
    
    214Minimum tax withholding on restricted stock awards
    
    
    (62
    )
    
    
    (8
    )Net cash provided by financing activities
    
    
    111
    
    
    
    206Net change in cash and cash equivalents
    
    
    2,331
    
    
    
    2,272Cash and cash equivalents, beginning of period
    
    
    20,159
    
    
    
    9,819Cash and cash equivalents, end of period
    
    $
    22,490
    
    
    $
    12,091
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies
 Organization and Description of Business
 ® ® ® ®
 Basis of Presentation
  Use of Estimates
  Net Income (Loss) Per Share
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Three Months EndedMarch 31,(in thousands, except share data)
    
    2008
    
    
    2007Numerator:Net income (loss)
    
    $
    2,054
    
    
    $
    (166
    )Denominator:Weighted average shares for basic calculation
    
    
    22,795,693
    
    
    
    22,611,743Incremental shares from employee stock options,
non-vested stock awards and ESPP
    
    
    517,240
    
    
    
    Weighted average shares for diluted calculation
    
    
    23,312,933
    
    
    
    22,611,743
  Three Months EndedMarch 31,2008
    
    2007Antidilutive shares issuable upon exercise of stock options
    
    
    2,588,292
    
    
    
    3,189,836Antidilutive shares issuable upon exercise of warrants
    
    
    246,609
    
    
    
    330,609Antidilutive shares related to non-vested stock awards and ESPP
    
    
    341,561
    
    
    
    268,330Total
    
    
    3,176,462
    
    
    
    3,788,775
 Customer and Vendor Concentrations
  Three Months EndedMarch 31,Customer
    
    2008
    
    2007Customer 1
    
    
    14
    %
    
    
    11
    %Customer 2
    
    
    11
    %
    
    
    *
 
 * Did not exceed 10%.
   Three Months EndedMarch 31,Vendor
    
    2008
    
    2007Vendor 1
    
    
    17
    %
    
    
    10
    %


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Reclassifications
  Recent Accounting Pronouncements
      2. Segment Reporting
  Page 8




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Three Months EndedMarch 31,(in thousands)
    
    2008
    
    
    2007Defibrillation products
    
    $
    26,617
    
    
    $
    21,038Cardiac monitoring products
    
    
    17,722
    
    
    
    16,653Service
    
    
    4,620
    
    
    
    3,979Total
    
    $
    48,959
    
    
    $
    41,670
  Three Months EndedMarch 31,(in thousands)
    
    2008
    
    
    2007Domestic
    
    $
    32,221
    
    
    $
    31,397Foreign
    
    
    16,738
    
    
    
    10,273Total
    
    $
    48,959
    
    
    $
    41,670
   3. Restructuring Costs
   Balance at
    
    
    
    
    
    Balance atDecember 31,
    
    Cash
    
    March 31,(in thousands)
    
    2007
    
    Expenditures
    
    2008Vacated facilities
    
    $
    679
    
    
    $
    (156
    )
    
    $
    523
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4. Inventories
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Raw materials
    
    $
    17,079
    
    
    $
    16,543Finished goods
    
    
    5,330
    
    
    
    5,251Total inventories
    
    $
    22,409
    
    
    $
    21,794
 5. Intangible Assets
  AccumulatedUseful life
    
    Cost
    
    
    Amortization
    
    
    NetIntangible assets not subject to amortization:Burdick trade name
    
    
    
    $
    3,400
    
    
    $
    
    
    
    $
    3,400Cardiac Science trade name
    
    
    
    
    11,380
    
    
    
    
    
    
    
    11,380Total intangible assets not subject to amortization
    
    
    
    
    14,780
    
    
    
    
    
    
    
    14,780Intangible assets subject to amortization:Cardiac Science customer relationships
    
    5 years
    
    
    8,650
    
    
    
    (4,469
    )
    
    
    4,181Cardiac Science developed technology
    
    8 years
    
    
    11,330
    
    
    
    (3,659
    )
    
    
    7,671Burdick distributor relationships
    
    10 years
    
    
    1,400
    
    
    
    (735
    )
    
    
    665Burdick developed technology
    
    7 years
    
    
    860
    
    
    
    (645
    )
    
    
    215Patents and patent applications
    
    5-10 years
    
    
    960
    
    
    
    (915
    )
    
    
    45Patent rights
    
    13 years
    
    
    7,000
    
    
    
    (493
    )
    
    
    6,507Total intangible assets subject to amortization
    
    
    
    
    30,200
    
    
    
    (10,916
    )
    
    
    19,284Total
    
    
    
    $
    44,980
    
    
    $
    (10,916
    )
    
    $
    34,064
  2008
    
    $
    3,9582009
    
    
    3,9582010
    
    
    3,2582011
    
    
    2,1042012
    
    
    2,102Thereafter
    
    
    4,893
 6. Credit Facility
  7. Warranty Liability
  Three months ended(in thousands)
    
    March 31, 2008Warranty liability, beginning of the period
    
    $
    3,211Charged to product cost of revenues
    
    
    786Warranty expenditures
    
    
    (550
    )Warranty liability, end of the period
    
    $
    3,447
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8. Stock-Based Compensation Plans
   Three Months Ended
    
    Three Months EndedMarch 31, 2008
    
    March 31, 2007Stock options plans:Volatility
    
    
    48.4
    %
    
    
    49.6
    %Expected term (years)
    
    
    6.25
    
    
    
    6.25Risk-free interest rate
    
    
    3.4
    %
    
    
    4.8
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of options granted
    
    $
    4.23
    
    
    $
    5.06Employee stock purchase plan:Volatility
    
    
    27.0
    %
    
    
    37.0
    %Expected term (years)
    
    
    0.5
    
    
    
    0.5Risk-free interest rate
    
    
    4.5
    %
    
    
    4.5
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of employee stock purchase rights
    
    $
    2.01
    
    
    $
    2.14Non-vested stock:Fair values of non-vested stock awards granted
    
    $
    8.25-9.03
    
    
    $
    9.07
   Outstanding shares - 2002 Plan
    
    
    2,127,850Outstanding shares - 1997 Plan
    
    
    847,262Stock options available for grant
    
    
    836,751Outstanding non-vested stock awards
    
    
    381,506Employee stock purchase plan shares available for issuance
    
    
    815,157Total common shares reserved for future issuance
    
    
    5,008,526
 2002 Plan 
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SharesSubject toOptionsOutstanding, December 31, 2007
    
    
    2,106,842Granted
    
    
    52,500Exercised
    
    
    (4,041
    )Forfeited or expired
    
    
    (27,451
    )Outstanding, March 31, 2008
    
    
    2,127,850Exercisable, March 31, 2008
    
    
    1,655,101
 Non-vested Stock Awards 
  SharesNon-vested balance, December 31, 2007
    
    
    152,974Granted
    
    
    253,269Vested
    
    
    (19,662
    )Forfeited
    
    
    (5,075
    )Non-vested balance, March 31, 2008
    
    
    381,506
 1997
Plan 
  SharesSubject toOptionsOutstanding, December 31, 2007
    
    
    858,262Forfeited or expired
    
    
    (11,000
    )Outstanding, March 31, 2008
    
    
    847,262Exercisable, March 31, 2008
    
    
    807,887
 Employee Stock Purchase Plan 
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9. Comprehensive Income (Loss)
    Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Net income (loss)
    
    $
    2,054
    
    
    $
    (166
    )Other
comprehensive loss, net of related tax effects of $32 and $25, respectively
    
    
    (62
    )
    
    
    (41
    )Total comprehensive income (loss)
    
    $
    1,992
    
    
    $
    (207
    )
 10. Commitments and Contingencies
       11. Income Taxes
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12. Derivatives
  13. Fair Value Measurement
        Page 14




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Fair Value Measurements at March 31, 2008 using:Total carrying
    
    Quoted prices in
    
    Significant other
    
    Significantvalue at March
    
    active markets
    
    observable events
    
    unobservable inputs(in thousands of dollars)
    
    31, 2008
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Assets:Cash
equivalents
    
    $
    9,419
    
    
    $
    9,419
    
    
    $
    
    
    
    $
    Investments in
unconsolidated
entities
    
    
    554
    
    
    
    554
    
    
    
    
    
    
    
    Liabilities:Derivative foreign currency
forward exchange contract
    
    
    92
    
    
    
    
    
    
    
    92
    
    
    
    
     
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 This Quarterly Report on Form 10-Q contains forward-looking statements relating to Cardiac
Science Corporation. Except for historical information, the following discussion contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact, including future results of
operations or financial position, made in this Quarterly Report on Form 10-Q are forward looking.
The words believe, expect, intend, anticipate, will, may, variations of such words,
and similar expressions identify forward-looking statements, but their absence does not mean that
the statement is not forward-looking. These forward-looking statements reflect managements current
expectations and involve risks and uncertainties. Our actual results could differ materially from
results that may be anticipated by such forward-looking statements due to various uncertainties.
 The principal factors that could cause or contribute to such differences include, but are not
limited to, the factors discussed in the section entitled Risk Factors in Part 1  Item 1A of
our Annual Report on Form 10-K for the year ended December 31, 2007 as well as the section entitled
Risk Factors in Part II  Item 1A of this Form 10-Q , and those discussed elsewhere in this
report. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. We undertake no obligation to revise any
forward-looking statements to reflect events or circumstances that may subsequently arise. Readers
are urged to review and consider carefully the various disclosures made in this report and in our
other filings made with the Securities and Exchange Commission (SEC) that disclose and describe
the risks and factors that may affect our business, prospects and results of operations.
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Business Overview
 ® ® ® ®
 Critical Accounting Estimates and Policies
  and
 Deferred Tax Assets and Income Taxes
 Stock-based Compensation.
 Goodwill.
  Intangible Assets.
 Page 16




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Accounts Receivable.
 Valuation of Long-Lived Assets.
 Inventories.
 Warranty.
 Litigation and Related Expenses.
 Page 17




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Software Revenue Recognition.
  Revenue Recognition.
     Sales Returns.
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Recent Accounting Pronouncements
      Results of Operations
 Highlights of Results for the Three Months Ended March 31, 2008
 
    
    We generated revenue of $49.0 million in the three months ended March 31, 2008, an
increase of approximately 17% over the three month period ended March 31, 2007, which
included overall AED growth of 27%, cardiac monitoring growth of 6% and increased service
revenues of 16%.
    
    We increased international product revenue by 63% during the three months ended March
31, 2008 as compared to the same period in the prior year.
    
    Operating income for the three months ended March 31, 2008 was $3.0 million, compared
with an operating loss of $0.4 million for the three months ended March 31, 2007.
    
    We generated diluted earnings per share of $0.09 for the three months ended March 31,
2008 compared with a diluted loss per share of $0.01 for the three months ended March 31,
2007.
    
    We generated cash from operations of $2.5 million.
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Looking Forward
    Revenues
   Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2008
    
    
    2007 to 2008
    
    
    March 31, 2007Defibrillation products
    
    $
    26,617
    
    
    
    26.5
    %
    
    $
    21,038% of revenue
    
    
    54.4
    %
    
    
    
    
    
    
    50.5
    %Cardiac monitoring products
    
    
    17,722
    
    
    
    6.4
    %
    
    
    16,653% of revenue
    
    
    36.2
    %
    
    
    
    
    
    
    40.0
    %Service
    
    
    4,620
    
    
    
    16.1
    %
    
    
    3,979% of revenue
    
    
    9.4
    %
    
    
    
    
    
    
    9.5
    %Total revenues
    
    $
    48,959
    
    
    
    17.5
    %
    
    $
    41,670
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Gross Profit
   Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2008
    
    
    2007 to 2008
    
    
    March 31, 2007Products
    
    $
    22,807
    
    
    
    21.0
    %
    
    $
    18,854% of products revenue
    
    
    51.4
    %
    
    
    
    
    
    
    50.0
    %Service
    
    
    1,391
    
    
    
    35.6
    %
    
    
    1,026% of service revenue
    
    
    30.1
    %
    
    
    
    
    
    
    25.8
    %Total gross profit
    
    $
    24,198
    
    
    
    21.7
    %
    
    $
    19,880% of total revenue
    
    
    49.4
    %
    
    
    
    
    
    
    47.7
    %
   Operating Expenses
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Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2008
    
    
    2007 to 2008
    
    
    March 31, 2007Research and development (including
stock-based compensation expense of $70
and $79)
    
    $
    3,863
    
    
    
    29.5
    %
    
    $
    2,982% of total revenue
    
    
    7.9
    %
    
    
    
    
    
    
    7.2
    %Sales and marketing (including
stock-based compensation expense of
$191 and $234)
    
    
    12,189
    
    
    
    9.7
    %
    
    
    11,108% of total revenue
    
    
    24.9
    %
    
    
    
    
    
    
    26.7
    %General and administrative (including
stock-based compensation expense of
$229 and $216)
    
    
    5,125
    
    
    
    13.6
    %
    
    
    4,512% of total revenue
    
    
    10.5
    %
    
    
    
    
    
    
    10.8
    %Litigation and related expenses
    
    
    
    
    
    
    
    
    
    
    1,688% of total revenue
    
    
    0.0
    %
    
    
    (100.0
    %)
    
    
    4.1
    %Total operating expenses
    
    $
    21,177
    
    
    
    4.4
    %
    
    $
    20,290% of total revenue
    
    
    43.3
    %
    
    
    
    
    
    
    48.7
    %
     Other Income and Expense
   Income Taxes
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##### Table of Contents



Liquidity and Capital Resources
 Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2008
    
    
    2007 to 2008
    
    
    March 31, 2007Casl flow provided by operating activities
    
    $
    2,460
    
    
    
    8.6
    %
    
    $
    2,266Cash flow used in investing activities
    
    
    (240
    )
    
    
    (20.0
    %)
    
    
    (200
    )Cash flow provided by financing activities
    
    
    111
    
    
    
    (46.1
    %)
    
    
    206Total change in cash
    
    $
    2,331
    
    
    
    (2.6
    %)
    
    $
    2,272
       
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  Page 23




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Our financial results could be impacted by the credit risk of our customers
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 No.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 Page 24




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##### Table of Contents



SIGNATURE
  CARDIAC SCIENCE CORPORATIONBy:
    /s/ Michael K. MatysikMichael K. MatysikSenior Vice President and Chief Financial Officer
(Principal Financial Officer)  Page 25