##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 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
 
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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
    
    
    
    
    25EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-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)
    
    2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    37,563
    
    
    $
    34,655Accounts receivable, net of allowance for doubtful accounts of $1,318 and
$1,186, respectively
    
    
    23,534
    
    
    
    31,665Inventories
    
    
    25,879
    
    
    
    24,692Deferred income taxes
    
    
    8,381
    
    
    
    8,366Prepaid expenses and other current assets
    
    
    2,702
    
    
    
    3,144Total current assets
    
    
    98,059
    
    
    
    102,522Other assets
    
    
    369
    
    
    
    428Machinery and equipment, net of accumulated depreciation of
$15,739 and $15,190, respectively
    
    
    7,013
    
    
    
    6,994Deferred income taxes
    
    
    28,819
    
    
    
    28,452Intangible assets, net of accumulated amortization of $14,874 and $13,889,
respectively
    
    
    30,277
    
    
    
    31,278Investments in unconsolidated entities
    
    
    492
    
    
    
    534Total assets
    
    $
    165,029
    
    
    $
    170,208LIABILITIES AND EQUITYCurrent Liabilities:Accounts payable
    
    $
    9,910
    
    
    $
    12,711Accrued liabilities
    
    
    12,065
    
    
    
    13,535Warranty liability
    
    
    3,694
    
    
    
    3,796Deferred revenue
    
    
    6,822
    
    
    
    7,918Total current liabilities
    
    
    32,491
    
    
    
    37,960Equity:Cardiac Science Corporation shareholders equity:Preferred stock (10,000,000 shares authorized), $0.001 par value, no shares
issued or outstanding as of March 31, 2009 and December 31, 2008,
respectively
    
    
    
    
    
    
    Common stock (65,000,000 shares authorized), $0.001 par value, 23,138,817
and 22,998,364 shares issued and outstanding at March 31, 2009 and
December 31, 2008, respectively
    
    
    228,127
    
    
    
    227,303Accumulated other comprehensive loss
    
    
    (179
    )
    
    
    (70
    )Accumulated deficit
    
    
    (96,068
    )
    
    
    (95,530
    )Total Cardiac Science Corporation shareholders equity
    
    
    131,880
    
    
    
    131,703Noncontrolling interests
    
    
    658
    
    
    
    545Total equity
    
    
    132,538
    
    
    
    132,248Total liabilities and equity
    
    $
    165,029
    
    
    $
    170,208
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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)
    
    2009
    
    
    2008Revenues:Products
    
    $
    35,265
    
    
    $
    44,339Service
    
    
    4,399
    
    
    
    4,620Total revenues
    
    
    39,664
    
    
    
    48,959Cost of Revenues:Products
    
    
    16,738
    
    
    
    21,532Service
    
    
    3,047
    
    
    
    3,229Total cost of revenues
    
    
    19,785
    
    
    
    24,761Gross profit
    
    
    19,879
    
    
    
    24,198Operating Expenses:Research and development
    
    
    3,471
    
    
    
    3,863Sales and marketing
    
    
    11,198
    
    
    
    12,189General and administrative
    
    
    5,616
    
    
    
    5,125Total operating expenses
    
    
    20,285
    
    
    
    21,177Operating income (loss)
    
    
    (406
    )
    
    
    3,021Other Income (Loss):Interest income
    
    
    13
    
    
    
    115Other income (loss), net
    
    
    (148
    )
    
    
    211Total other income (loss)
    
    
    (135
    )
    
    
    326Income (loss) before income tax benefit (expense)
    
    
    (541
    )
    
    
    3,347Income tax benefit (expense)
    
    
    166
    
    
    
    (1,240
    )Net income (loss)
    
    
    (375
    )
    
    
    2,107Less: Net income attributable to noncontrolling interests
    
    
    (163
    )
    
    
    (53
    )Net income (loss) attributable to Cardiac Science Corporation
    
    $
    (538
    )
    
    $
    2,054Net income (loss) per share attributable to CardiacScience Corporation:Basic
    
    $
    (0.02
    )
    
    $
    0.09Diluted
    
    $
    (0.02
    )
    
    $
    0.09Weighted average shares outstanding:Basic
    
    
    23,056,214
    
    
    
    22,795,693Diluted
    
    
    23,056,214
    
    
    
    23,312,933
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CARDIAC SCIENCE CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months EndedMarch 31,(In thousands)
    
    2009
    
    
    2008Operating Activities:Net income (loss)
    
    $
    (375
    )
    
    $
    2,107Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Stock-based compensation
    
    
    659
    
    
    
    558Depreciation and amortization
    
    
    1,525
    
    
    
    1,609Deferred income taxes
    
    
    (367
    )
    
    
    1,170Changes in operating assets and liabilities, net of
businesses acquired:Accounts receivable, net
    
    
    7,987
    
    
    
    (3,001
    )Inventories
    
    
    (1,241
    )
    
    
    (608
    )Prepaid expenses and other assets
    
    
    428
    
    
    
    (563
    )Accounts payable
    
    
    (2,339
    )
    
    
    1,621Accrued liabilities
    
    
    (1,336
    )
    
    
    (1,339
    )Warranty liability
    
    
    (102
    )
    
    
    236Deferred revenue
    
    
    (1,096
    )
    
    
    670Net cash provided by operating activities
    
    
    3,743
    
    
    
    2,460Investing Activities:Maturities of short-term investments
    
    
    
    
    
    
    350Purchases of machinery and equipment
    
    
    (885
    )
    
    
    (434
    )Proceeds from repayment of note
    
    
    73
    
    
    
    Cash paid for acquisitions
    
    
    (54
    )
    
    
    (156
    )Net cash used in investing activities
    
    
    (866
    )
    
    
    (240
    )Financing Activities:Proceeds from exercise of stock options and issuance of
shares under employee stock purchase plan
    
    
    234
    
    
    
    173Minimum tax withholding on restricted stock awards
    
    
    (97
    )
    
    
    (62
    )Net cash provided by financing activities
    
    
    137
    
    
    
    111Effect of exchange rate changes on cash and cash equivalents
    
    
    (106
    )
    
    
    Net change in cash and cash equivalents
    
    
    2,908
    
    
    
    2,331Cash and cash equivalents, beginning of period
    
    
    34,655
    
    
    
    20,159Cash and cash equivalents, end of period
    
    $
    37,563
    
    
    $
    22,490
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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
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Net Income (Loss) Per Share
   March 31,(in thousands, except share data)
    
    2009
    
    
    2008Numerator:Net income (loss) attributable to Cardiac Science Corporation
    
    $
    (538
    )
    
    $
    2,054Denominator:Weighted average shares for basic calculation
    
    
    23,056,214
    
    
    
    22,795,693Incremental shares from employee stock options,
non-vested stock awards and ESPP
    
    
    
    
    
    
    517,240Weighted average shares for diluted calculation
    
    
    23,056,214
    
    
    
    23,312,933
  Three Months EndedMarch 31,2009
    
    2008Antidilutive shares issuable upon exercise of stock options
    
    
    3,000,194
    
    
    
    2,588,292Antidilutive shares issuable upon exercise of warrants
    
    
    212,776
    
    
    
    246,609Antidilutive shares related to non-vested stock awards and ESPP
    
    
    383,907
    
    
    
    341,561Total
    
    
    3,596,877
    
    
    
    3,176,462
 Customer and Vendor Concentrations
  Three Months EndedMarch 31,Customer
    
    2009
    
    2008Nihon Kohden Corporation
    
    
    
    *
    
    
    14
    %Customer 2
    
    
    
    *
    
    
    11
    %
 
 *
    
    Did not exceed 10%.  Recently Adopted Accounting Pronouncements
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2. Equity and Comprehensive Income (Loss)
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Attributable toCardiac Science
    
    
    Noncontrolling
    
    
    Total(in thousands)
    
    Corporation
    
    
    Interests
    
    
    EquityEquity at December 31, 2008
    
    $
    131,703
    
    
    $
    545
    
    
    $
    132,248Comprehensive income (loss):Net income (loss)
    
    
    (538
    )
    
    
    163
    
    
    
    (375
    )Unrealized gains (losses) on available for sale securities,
net of related tax of $14
    
    
    (28
    )
    
    
    
    
    
    
    (28
    )Foreign currency translation adjustments
    
    
    (81
    )
    
    
    (50
    )
    
    
    (131
    )Comprehensive income (loss)
    
    
    (647
    )
    
    
    113
    
    
    
    (534
    )Stock-based transactions and compensation expense under
employee benefit plans
    
    
    824
    
    
    
    
    
    
    
    824Equity at March 31, 2009
    
    $
    131,880
    
    
    $
    658
    
    
    $
    132,538Equity at December 31, 2007
    
    $
    227,271
    
    
    $
    127
    
    
    $
    227,398Comprehensive income:Net income
    
    
    2,054
    
    
    
    53
    
    
    
    2,107Unrealized gains (losses) on available for sale securities,
net of related tax of $34
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )Foreign currency translation adjustments
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Comprehensive income
    
    
    1,992
    
    
    
    53
    
    
    
    2,045Stock-based transactions and compensation expense under
employee benefit plans
    
    
    676
    
    
    
    
    
    
    
    676Equity at March 31, 2008
    
    $
    229,939
    
    
    $
    180
    
    
    $
    230,119
 3. Segment Reporting
     Three Months EndedMarch 31,(in thousands)
    
    2009
    
    
    2008Defibrillation products
    
    $
    22,938
    
    
    $
    26,617Cardiac monitoring products
    
    
    12,327
    
    
    
    17,722Service
    
    
    4,399
    
    
    
    4,620Total
    
    $
    39,664
    
    
    $
    48,959
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Three Months EndedMarch 31,(in thousands)
    
    2009
    
    
    2008Domestic
    
    $
    25,864
    
    
    $
    32,221Foreign
    
    
    13,800
    
    
    
    16,738Total
    
    $
    39,664
    
    
    $
    48,959
   4. Restructuring Costs
   5. Inventories
  March 31,
    
    
    December 31,(in thousands)
    
    2009
    
    
    2008Raw materials
    
    $
    20,016
    
    
    $
    20,871Finished goods
    
    
    5,863
    
    
    
    3,821Total inventories
    
    $
    25,879
    
    
    $
    24,692
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6. Intangible Assets
  AccumulatedUseful life
    
    
    Cost
    
    
    Amortization
    
    
    NetIntangible assets not subject to amortization:Burdick trade name
    
    
    
    
    
    $
    3,400
    
    
    $
    
    
    
    $
    3,400Cardiac Science trade name
    
    
    
    
    
    
    11,380
    
    
    
    
    
    
    
    11,380Cardiac Science Deutschland trade name
    
    
    
    
    
    
    171
    
    
    
    
    
    
    
    171Total intangible assets not subject to
amortization
    
    
    
    
    
    
    14,951
    
    
    
    
    
    
    
    14,951Intangible assets subject to amortization:Cardiac Science customer relationships
    
    5 years
    
    
    8,650
    
    
    
    (6,199
    )
    
    
    2,451Cardiac Science developed technology
    
    8 years
    
    
    11,330
    
    
    
    (5,075
    )
    
    
    6,255Burdick distributor relationships
    
    10 years
    
    
    1,400
    
    
    
    (875
    )
    
    
    525Burdick developed technology
    
    7 years
    
    
    860
    
    
    
    (768
    )
    
    
    92Patents and patent applications
    
    5-10 years
    
    
    960
    
    
    
    (925
    )
    
    
    35Patent rights
    
    13 years
    
    
    7,000
    
    
    
    (1,032
    )
    
    
    5,968Total intangible assets subject to amortization
    
    
    
    
    
    
    30,200
    
    
    
    (14,874
    )
    
    
    15,326Total
    
    
    
    
    
    $
    45,151
    
    
    $
    (14,874
    )
    
    $
    30,277
  2009
    
    $
    3,9572010
    
    
    3,2582011
    
    
    2,1042012
    
    
    2,1022013
    
    
    1,483Thereafter
    
    
    3,410
 7. Credit Facility
  8. Warranty Liability
  Three months ended(in thousands)
    
    March 31, 2009Warranty liability, beginning of the period
    
    $
    3,796Charged to product cost of revenues, net
    
    
    884Warranty expenditures
    
    
    (986
    )Warranty liability, end of the period
    
    $
    3,694
 9. Stock-Based Compensation Plans
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Three Months Ended
    
    Three Months EndedMarch 31, 2009
    
    March 31, 2008Stock options plans:Volatility
    
    
    52.6
    %
    
    
    48.4
    %Expected term (years)
    
    
    6.25
    
    
    
    6.25Risk-free interest rate
    
    
    2.3
    %
    
    
    3.4
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of options granted
    
    $
    1.62
    
    
    $
    4.23Employee stock purchase plan:Volatility
    
    
    40.0
    %
    
    
    27.0
    %Expected term (years)
    
    
    0.5
    
    
    
    0.5Risk-free interest rate
    
    
    2.1
    %
    
    
    4.5
    %Expected dividend yield
    
    
    
    
    
    
    Fair value of employee stock purchase rights
    
    $
    1.73
    
    
    $
    2.01Non-vested stock:Fair values of non-vested stock awards granted
    
    $
    2.87-3.75
    
    
    $
    8.25-9.03
   Outstanding shares  2002 Plan
    
    
    2,163,882Outstanding shares  1997 Plan
    
    
    836,312Stock options available for grant
    
    
    1,251,216Outstanding non-vested stock awards
    
    
    283,657Employee stock purchase plan shares available for issuance
    
    
    708,035Total common shares reserved for future issuance
    
    
    5,243,102
 2002 Plan 
  SharesSubject toOptionsOutstanding, December 31, 2008
    
    
    2,063,065Granted
    
    
    160,000Exercised
    
    
    (32,508
    )Forfeited or expired
    
    
    (26,675
    )Outstanding, March 31, 2009
    
    
    2,163,882Exercisable, March 31, 2009
    
    
    1,599,632
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Non-vested Stock Awards 
  SharesNon-vested balance, December 31, 2008
    
    
    388,002Granted
    
    
    24,853Vested
    
    
    (95,124
    )Forfeited
    
    
    (34,074
    )Non-vested balance, March 31, 2009
    
    
    283,657
 1997 Plan 
  SharesSubject toOptionsOutstanding, December 31, 2008
    
    
    836,312Forfeited or expired
    
    
    Outstanding, March 31, 2009
    
    
    836,312Exercisable, March 31, 2009
    
    
    810,062
 Employee Stock Purchase Plan 
  10. Commitments and Contingencies
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11. Income Taxes
    12. Derivatives
    13. Fair Value Measurement
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Total carrying
    
    Quoted prices invalue at March
    
    active markets(in thousands of dollars)
    
    31, 2009
    
    (Level 1)Assets:Cash equivalents
    
    $
    26,599
    
    
    $
    26,599Investments in unconsolidated entities
    
    $
    412
    
    
    $
    412
 14. Subsequent Event
   
 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, 2008 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.
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Accounts Receivable.
 Valuation of Long-Lived Assets.
 Inventories.
 Warranty.
 Software Revenue Recognition.
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Revenue Recognition.
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Results of Operations
 Summary of Results for the Three Months Ended March 31, 2009
 
    
    We generated revenue of $39.7 million in the three months ended March 31, 2009, a
decrease of approximately 19% over the three month period ended March 31, 2008, which
included an overall AED decline of 14%, cardiac monitoring decline of 30% and a decline
in service revenues of 5%.
    
    Operating loss for the three months ended March 31, 2009 was $0.4 million, compared
with operating income of $3.0 million for the three months ended March 31, 2008 due
primarily to lower revenue in the current period.
    
    We generated a net loss per share attributable to Cardiac Science Corporation of
$0.02 for the three months ended March 31, 2009 compared with diluted earnings per share
attributable to Cardiac Science Corporation of $0.09 for the three months ended March
31, 2008.
    
    We generated cash from operations of $3.7 million for the three months ended March
31, 2009 compared to cash generated from operations of $2.5 million for the three months
ended March 31, 2008.
 Looking Forward
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Revenues
   Three Months
    
    
    
    
    
    Three MonthsEnded
    
    
    % Change
    
    
    Ended(dollars in thousands)
    
    March 31, 2009
    
    
    2008 to 2009
    
    
    March 31, 2008Defibrillation products
    
    $
    22,938
    
    
    
    (13.8
    %)
    
    $
    26,617% of revenue
    
    
    57.8
    %
    
    
    
    
    
    
    54.4
    %Cardiac monitoring products
    
    
    12,327
    
    
    
    (30.4
    %)
    
    
    17,722% of revenue
    
    
    31.1
    %
    
    
    
    
    
    
    36.2
    %Service
    
    
    4,399
    
    
    
    (4.8
    %)
    
    
    4,620% of revenue
    
    
    11.1
    %
    
    
    
    
    
    
    9.4
    %Total revenues
    
    $
    39,664
    
    
    
    (19.0
    %)
    
    $
    48,959
    Gross Profit
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Three Months Ended
    
    
    % Change
    
    
    Three Months Ended(dollars in thousands)
    
    March 31, 2009
    
    
    2008 to 2009
    
    
    March 31, 2008Products
    
    $
    18,631
    
    
    
    (18.3
    %)
    
    $
    22,807% of products revenue
    
    
    52.8
    %
    
    
    
    
    
    
    51.4
    %Service
    
    
    1,248
    
    
    
    (10.3
    %)
    
    
    1,391% of service revenue
    
    
    28.4
    %
    
    
    
    
    
    
    30.1
    %Total gross profit
    
    $
    19,879
    
    
    
    (17.8
    %)
    
    $
    24,198% of total revenue
    
    
    50.1
    %
    
    
    
    
    
    
    49.4
    %
   Operating Expenses
      Three Months Ended
    
    
    % Change
    
    
    Three Months Ended(dollars in thousands)
    
    March 31, 2009
    
    
    2008 to 2009
    
    
    March 31, 2008Research and development
    
    $
    3,471
    
    
    
    10.1
    %
    
    $
    3,863% of total revenue
    
    
    8.8
    %
    
    
    
    
    
    
    7.9
    %Sales and marketing
    
    
    11,198
    
    
    
    8.1
    %
    
    
    12,189% of total revenue
    
    
    28.2
    %
    
    
    
    
    
    
    24.9
    %General and administrative
    
    
    5,616
    
    
    
    (9.6
    %)
    
    
    5,125% of total revenue
    
    
    14.2
    %
    
    
    
    
    
    
    10.5
    %Total operating expenses
    
    $
    20,285
    
    
    
    4.2
    %
    
    $
    21,177% of total revenue
    
    
    51.1
    %
    
    
    
    
    
    
    43.3
    %
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##### Table of Contents



Other Income and Expense
   Income Taxes
   Liquidity and Capital Resources
 Three Months Ended
    
    
    % Change
    
    
    Three Months Ended(dollars in thousands)
    
    March 31, 2009
    
    
    2008 to 2009
    
    
    March 31, 2008Cash provided by operating activities
    
    $
    3,743
    
    
    
    52.2
    %
    
    $
    2,460Cash used in investing activities
    
    
    (866
    )
    
    
    (260.8
    %)
    
    
    (240
    )Cash provided by financing activities
    
    
    137
    
    
    
    23.4
    %
    
    
    111Effect of exchange rates on cash and cash equivalents
    
    
    (106
    )
    
    
    n/m
    
    
    
    Total change in cash and cash equivalents
    
    $
    2,908
    
    
    
    24.8
    %
    
    $
    2,331
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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   Page 23 of 29




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 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.
    
    Description10.1
    
    
    Master Agreement for Professional Services dated as of May 29, 2008 between Cardiac Science
Corporation and 
Syncroness, Inc.10.2
    
    
    Consulting Agreement dated as of March 26, 2009 between Cardiac Science Corporation and John R.
Hinson.31.1
    
    
    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.
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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)Date: May 8, 2009 Page 25 of 29