<PAGE>
 
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB

                          ____________________________ 

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES  EXCHANGE ACT OF 1934


FOR THE QUARTER  ENDED SEPTEMBER  30, 1995      COMMISSION FILE NUMBER  0-14653 

                         CARDIAC CONTROL SYSTEMS, INC.
             (Exact Name of Registrant as specified in its charter)

                         _____________________________

          DELAWARE                                      74-2119162 
(State or other jurisdiction of         (I.R.S. Employer Identification Number) 
 incorporation or organization)

               3 COMMERCE BOULEVARD, PALM COAST, FLORIDA   32164
              (Address of Principal Executive Offices)  (Zip Code)
                         _____________________________

       Registrant's telephone number, including area code: (904) 445-5450

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) has been subject to such filing
requirements for the past 90 days. YES   X    NO
                                       -----     -----

As of October 31, 1995, 1,373,824 shares of the Registrant's common stock, $.10
par value, were issued and outstanding.

===============================================================================

<PAGE>
 
                         CARDIAC CONTROL SYSTEMS, INC.

                                  FORM 10-QSB
                               SEPTEMBER 30, 1995

                                     INDEX
<TABLE>
<CAPTION>
 
----------------------------------------------------------------------------------------------------
                                                                                           Page No.
----------------------------------------------------------------------------------------------------
<S>                                                                                        <C> 
 
PART I.   FINANCIAL INFORMATION

    Balance Sheets at September 30, 1995 (Unaudited)
        and March 31, 1995................................................................    3

    Statements of Operations and Accumulated Deficit for the Three Months and Six Months
        Ended September 30, 1995 and 1994 (Unaudited).....................................    4

    Statements of Cash Flows for the Six Months Ended
       September 30, 1995 and 1994 (Unaudited)............................................    5

    Notes to Financial Statements.........................................................    6

    Management's Discussion and Analysis of Financial Position
        and Results of Operations.........................................................   10

PART II.   OTHER INFORMATION..............................................................   17
</TABLE>

                                       2
<PAGE>
 
                        PART I.  FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

                         CARDIAC CONTROL SYSTEMS, INC.
                                BALANCE SHEETS
<TABLE>
<CAPTION>
 
---------------------------------------------------------------------------------------------------------
                                                                             September 30,      March 31,
                                                                                  1995            1995
---------------------------------------------------------------------------------------------------------
ASSETS                                                                        (Unaudited)
<S>                                                                          <C>             <C>
  CURRENT ASSETS
      Cash and cash equivalents..........................................     $     77,064   $    667,490
      Certificate of deposit.............................................           40,000         40,000
      Accounts and notes receivable......................................        1,208,788      1,403,276
      Inventories........................................................        2,110,815      1,755,432
      Prepaid expenses...................................................          102,737         57,659
                                                                              ------------   ------------
                   Total current assets..................................        3,539,404      3,923,857

  PROPERTY, PLANT AND EQUIPMENT, less accumulated
      depreciation of $3,115,460 and $3,039,211..........................        1,526,785      1,410,259

  OTHER ASSETS...........................................................          382,908        463,822
                                                                              ------------   ------------
                 Total assets............................................     $  5,449,097   $  5,797,938
                                                                              ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

  CURRENT LIABILITIES
       Other notes and debt obligations payable within one year..........     $     72,858   $     46,538
       Accounts payable..................................................          459,152        474,877
       Accrued interest..................................................           72,323            555
       Accrued compensation..............................................          178,197        279,367
       Accrued compensated absences......................................          124,030        112,477
       Deposits payable..................................................          200,585        351,147
       Other accrued expenses............................................          321,133        213,594
                                                                              ------------   ------------
                 Total current liabilities...............................        1,428,278      1,478,555
                                                                              ------------   ------------

  NOTES AND DEBT OBLIGATIONS PAYABLE AFTER ONE YEAR......................        4,187,643      4,119,782
                                                                              ------------   ------------

  OTHER LIABILITIES......................................................          179,611        169,311
                                                                              ------------   ------------

  DEFERRED ROYALTIES.....................................................          537,950        690,050
                                                                              ------------   ------------

  COMMITMENTS AND CONTINGENT LIABILITIES.................................                -              -
                                                                              ------------   ------------

  STOCKHOLDERS' EQUITY (DEFICIT)
      Common stock, $.10 par value, 30,000,000 shares authorized,
             1,343,619 and 1,342,819 shares issued and outstanding.......          134,362        134,282
      Capital in excess of par value.....................................       18,664,011     18,725,430
      Accumulated deficit................................................      (19,682,758)   (19,519,472)
                                                                              ------------   ------------
                 Total stockholders' equity (deficit)....................         (884,385)      (659,760)
                                                                              ------------   ------------

                 Total liabilities and stockholders' equity (deficit)....     $  5,449,097   $  5,797,938
                                                                              ============   ============
</TABLE>
                 See accompanying notes to financial statements

                                       3
<PAGE>
 
                         CARDIAC CONTROL SYSTEMS, INC.
                          STATEMENTS OF OPERATIONS AND
                              ACCUMULATED DEFICIT
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
-------------------------------------------------------------------------------------------------------------------
                                                             Three Months Ended             Six Months Ended
                                                                September 30,                  September 30,
                                                             1995           1994           1995          1994
-------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>            <C>         <C>

REVENUE
       Net sales.....................................    $  1,314,899   $  1,376,752   $  2,586,902   $  2,443,525
       Royalty income................................         486,850        422,175        988,650        449,150
                                                         ------------   ------------   ------------   ------------
               Total revenue.........................       1,801,749      1,798,927      3,575,552      2,892,675
                                                         ------------   ------------   ------------   ------------

COSTS AND EXPENSES
       Cost of products sold.........................         591,325        695,643      1,224,715      1,330,060
       Selling, general and administrative expenses..         881,868        595,169      1,851,698      1,104,501
       Engineering, research and development expenses         265,879        114,496        463,488        229,967
                                                         ------------   ------------   ------------   ------------
               Total cost and expenses...............       1,739,072      1,405,308      3,539,901      2,664,528
                                                         ------------   ------------   ------------   ------------
                                                                                                    
OPERATING INCOME.....................................          62,677        393,619         35,651        228,147
                                                         ------------   ------------   ------------   ------------
                                                                                                    
OTHER INCOME (EXPENSES)                                                                             
       Interest income...............................           1,492            583          8,019          1,060
       Interest expense..............................        (145,083)       (64,211)      (282,010)      (122,053)
       Other income..................................          75,006            724         75,054            832
                                                         ------------   ------------   ------------   ------------
               Total other income (expenses).........         (68,585)       (62,904)      (198,937)      (120,161)
                                                         ------------   ------------   ------------   ------------
NET INCOME (LOSS)....................................          (5,908)       330,715       (163,286)       107,986
                                                                                                    
ACCUMULATED DEFICIT - BEGINNING OF PERIOD............     (19,676,850)   (21,117,172)   (19,519,472)   (20,894,443)
                                                         ------------   ------------   ------------   ------------

ACCUMULATED DEFICIT - END OF PERIOD..................    $(19,682,758)  $(20,786,457)  $(19,682,758)  $(20,786,457)
                                                         ============   ============   ============   ============
                                                                                                     
NET INCOME (LOSS) PER COMMON SHARE...................            $.00           $.27          $(.12)          $.09
                                                         ============   ============   ============   ============
                                                                                                     
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING..........       1,343,280      1,207,705      1,343,051      1,207,596
                                                         ============   ============   ============   ============
</TABLE>

                 See accompanying notes to financial statements

                                       4
<PAGE>
 
                         CARDIAC CONTROL SYSTEMS, INC.
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------------------------------------------
Six  Months Ended  September 30,                                                                  1995        1994
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>         <C>
 
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss).......................................................................   $(163,286)  $ 107,986
    Adjustment to reconcile net income (loss) to net cash provided (used) by  operating
     activities:
         Depreciation.......................................................................     120,433      82,913
         Amortization.......................................................................     112,734          -
         Gain on sale of equipment..........................................................      (4,274)         -
         (Increase) decrease in accounts receivable.........................................     194,488    (278,435)
         Increase in inventories............................................................    (355,383)    (46,080)
         (Increase) decrease in prepaid expenses............................................     (45,078)     53,603
         Increase in other assets...........................................................      (2,775)         -
         Decrease in accounts payable.......................................................     (15,725)    (34,151)
         Increase  in stockholder advances..................................................          -      127,558
         Increase in accrued interest.......................................................      71,768     113,789
         Increase (decrease) in accrued compensation........................................     (99,170)     56,673
         Increase in accrued compensated absences...........................................      11,553       8,671
         Decrease in  deposits payable......................................................    (150,562)    (18,606)
         Increase  in other accrued expenses................................................     107,539      55,143
         Increase (decrease) in other liabilities...........................................      10,300      (1,398)
         Decrease in deferred royalties.....................................................    (152,100)   (156,600)
         Debt issuance costs................................................................     (22,634)         -
                                                                                               ---------   ---------
              Net cash provided (used)  by operating activities.............................    (382,172)     71,066
                                                                                               ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property, plant and equipment...............................................    (252,881)    (33,867)
    Proceeds from the sale of equipment.....................................................      20,196          -
                                                                                               ---------   ---------
         Net cash used by investing activities..............................................    (232,685)    (33,867)
                                                                                               ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes and debt obligations payable........................................      68,490      58,995
    Repayment of notes and debt obligations payable.........................................     (40,677)   (111,163)
    Principal payments under capital lease obligations......................................      (1,654)     (1,448)
    Principal payments under installment purchase obligations...............................      (1,728)     (1,423)
                                                                                               ---------   ---------
         Net cash provided (used) by financing activities...................................      24,431     (55,039)
                                                                                               ---------   ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS...................................................    (590,426)    (17,840)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD.............................................     667,490     106,231
                                                                                               ---------   ---------

CASH AND CASH EQUIVALENTS - END OF PERIOD...................................................   $  77,064   $  88,391
                                                                                               =========   =========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid during the period.........................................................   $ 107,756   $   8,264

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
    Reduction in accounts payable in exchange for common stock..............................   $      -    $   2,344

    Reduction in accrued compensation in exchange for common stock..........................       2,000          -
</TABLE>

                See accompanying notes to financial statements

                                       5
<PAGE>
 
                         CARDIAC CONTROL SYSTEMS, INC.
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

The accompanying balance sheet of Cardiac Control Systems, Inc. (the "Company")
as of September 30, 1995, the related statements of operations and accumulated
deficit for the three months and six months ended September 30, 1995 and 1994,
and the statements of cash flows for the six months ended September 30, 1995 and
1994 are unaudited. In the opinion of management, such financial statements
reflect all adjustments, consisting only of normal recurring items, necessary to
present fairly the financial position of the Company at September 30, 1995 and
the results of operations and cash flows for the three months and six months
ended September 30, 1995 and 1994.

Certain reclassifications have been made to the unaudited financial statements
previously reported for the three months and six months ended September 30, 1994
to conform with classifications used in the unaudited financial statements for
the three months and six months ended September 30, 1995.  Also, all share
information for the three months and six months ended September 30, 1994 has
been restated as if the one for seven reverse stock split effective December 13,
1994 had been in effect at the time.

The accompanying unaudited financial statements as of September 30, 1995 and for
the three months and six months ended September 30, 1995 and 1994 should be read
in conjunction with the Company's audited financial statements for the year
ended March 31, 1995.

The accompanying unaudited financial statements have been prepared assuming that
the Company will continue operations on a going-concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. However, the Company has a history of net losses
and incurred a net loss for the six months ended September 30, 1995 of $163,286.
The Company's ability to continue as a going concern is dependent upon the
attainment of a profitable level of operations. The Company believes that sales
growth is critical to attaining a profitable level of operations. Therefore, the
Company is continuing its efforts to expand its sales volume, both domestically
and internationally. Management believes that the Company has the potential to
increase sales and ultimately achieve a profitable level of operations. However,
there is no assurance that the Company will be able to attain profitable
operations and continue operations as a going concern.


NOTE 2 - INVENTORIES

Inventories at September 30, 1995 and March 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
 
     --------------------------------------------------------
                                   September 30,    March 31,
                                       1995           1995
                                   -------------   ----------
                                    (unaudited)
     <S>                           <C>             <C>
     Raw materials and supplies..   $1,049,123     $  867,492
     Work-in-process.............      562,507        436,647
     Finished goods..............      619,185        571,293
                                    ----------     ----------
                                     2,230,815      1,875,432
     Reserve for obsolescence....     (120,000)      (120,000)
                                    ----------     ----------
                                    $2,110,815     $1,755,432
     --------------------------------------------------------
</TABLE>

Finished goods inventories include approximately $385,000 and $306,000 of
products consigned to customers and independent sales representatives at
September 30, 1995 and March 31, 1995, respectively.

                                       6
<PAGE>
 
NOTE 3 - NOTES AND DEBT OBLIGATIONS PAYABLE

Notes and debt obligations payable at September 30, 1995 and March 31, 1995
consist primarily of a $1.5 million promissory note dated March 31, 1995 (the
"Sirrom mortgage note") payable to Sirrom Capital Corporation; and $2,885,000 in
5% Convertible Debentures.  Notes and debt obligations payable at September 30,
1995 and March 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
 
     -------------------------------------------------------------------
                                              September 30,    March 31,
                                                  1995           1995
                                              -------------   ----------
                                               (unaudited)
     <S>                                      <C>             <C>
     Sirrom mortgage note, net of discount..    $1,290,750    $1,221,000
     5% Convertible Debentures..............     2,885,000     2,885,000
     Other..................................        84,751        60,320
                                                ----------    ----------
                                                 4,260,501     4,166,320
     Amount payable within one  year........       (72,858)      (46,538)
                                                ----------    ----------
     Amount payable after one year..........    $4,187,643    $4,119,782
     -------------------------------------------------------------------
</TABLE>

Pursuant to a private placement, the Company sought to raise up to $3.5 million
pursuant to a Convertible Debenture offering.  Between October 11, 1994, and
December 31, 1994, the Company issued $2,885,000 in 5% Convertible Debentures
(the "Debentures") due October 31, 1999.  Interest is payable in cash or, at the
Company's option, common stock of the Company on each March 31 and October 31
commencing March 31, 1995.  At September 30, 1995, accrued interest outstanding
pursuant to the Debentures approximated $72,000, and there was no accrued
interest outstanding pursuant to the Debentures at March 31, 1995.  The cash
value of any interest payments made in common stock will be at the conversion
price of $2.80.  The conversion price of the debenture is $2.80, which is
subject to adjustment in accordance with certain anti-dilution terms of the
Debenture.  The Debentures may be converted to common stock at anytime at the
option of the Debenture holder.  Under the terms of the Debenture, the Company
was obligated to file a registration statement with the SEC registering the
common stock into which the Debentures are convertible and to keep such
registration statement effective for a maximum of three years from its effective
date.  The Company filed such Registration Statement and it became effective
April 27, 1995.  The Debentures will be automatically converted to common stock
in the event the Company has in effect with the SEC a registration statement
registering the Common Stock underlying the Debentures and one of the following
events occurs: (i) the Company effects a registration statement with the SEC for
the sale of common stock or securities convertible to common stock, which equals
or exceeds $5 million, and the price per share (or the conversion, exchange or
exercise price per share, if Convertible Securities) is not less than 120% of
the conversion price for the Debentures, or (ii) the Company's common stock
closes at a price per share not less than 2.5 times the conversion price for
thirty consecutive days within twelve months of the date of issuance of the last
Debenture, or (iii) 66 2/3% of the Debenture principal amount has been converted
to common stock.  As long as more than 25% of the principal amount of the
Debentures are outstanding, the Company must obtain consent of the holders of
51% of such principal amount to effect a merger, consolidation, or sale of
substantially all of the assets of the Company.  Further, the Company shall use
its best efforts to seek shareholder approval of a director designated by those
holders.

On March 31, 1995, the Company entered into a Loan and Security Agreement (the
"Loan Agreement") with Sirrom Capital Corporation, a Tennessee corporation
("Sirrom") and executed a $1,500,000 secured promissory note. Interest on the
note is payable monthly at 13.5% and principal is due on March 31, 2000.  The
note is secured by a first mortgage lien on all the Company's real and personal
property, excluding inventory and accounts receivable, but including general
intangibles such as its patents and royalties from Intermedics Inc. The Loan
Agreement restricts the Company from incurring additional indebtedness in excess
of $200,000 annually without the lender's consent. In addition, the Company must
give the lender advance notice of certain events,

                                       7
<PAGE>
 
such as dividend payments, certain new stock issues, reorganization, and merger
or sale of substantially all assets.

In connection with the Loan Agreement, the Company granted the lender a warrant
to purchase, initially, 100,000 shares of the Company's common stock at $.01 per
share.  Upon issuance of the warrant in March 1995, the Company recorded
$279,000 as a discount, representing the difference between the estimated fair
market value of the underlying stock and $.01 per share.  This resulted in an
effective interest rate of 28% on the Sirrom debt.  The warrant expires on March
31, 2000.  The Loan Agreement also provides that in the event the loan is not
paid off by March 31, 1997, or any anniversary thereafter, the lender has the
right to purchase an additional 50,000 shares of common stock at $.01 per share
upon such date and upon each anniversary that any amount is owed under the Loan
Agreement through March 31, 1999.  The warrant also provides for certain piggy-
back registration rights regarding the underlying shares in the event the
Company files a registration statement of a form suitable for a secondary
offering.

Under the terms of the Company's outstanding 5% Convertible Debentures (the
"Debentures"), the Company had given a negative pledge not to encumber its
patents or royalties while the Debentures were outstanding.  To consummate the
mortgage financing, the Company obtained a consent and waiver from the
Debentureholders and in exchange therefor, under a certain Second Mortgage and
Security Agreement dated March 31, 1995 ("Second Mortgage") and pursuant to
related documentation, the Company gave the Debentureholders a second lien on
the same collateral in which Sirrom took a first security interest.  The
Debentureholders' security interest in the Company's real and personal property
will terminate upon the first to occur of: (a) the payment in full of the Sirrom
loan, or (b) at such time as there remains no amount owing to Debentureholders
under the Debentures.

Pursuant to a Subordination Agreement between the Debentureholders, the Company
and Sirrom dated March 31, 1995 (the "Subordination Agreement"), the
Debentureholders agreed with Sirrom to subordinate their Debentures to Sirrom's
Loan Agreement with the Company.  Under the Subordination Agreement, the Company
may not make payments on the Debentures (interest or principal) if the Company
is in default of its obligations to Sirrom which default would subject the
Sirrom Note to acceleration.  Further, in the event of the acceleration of the
amounts owed on the Debentures (as a result of the Company's default
thereunder), or in the event of any payment or distribution of assets of the
Company to creditors upon any dissolution, winding up, or total or partial
liquidation or reorganization of the Company, the principal and interest owed to
Sirrom shall be paid in full prior to any assets being retained by, or payments
made to Debentureholders.

NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES

PURCHASE CONTRACTS

During the year ended March 31, 1989, the Company entered into an agreement for
the procurement of hybrid microelectronic circuits. The development of circuits
for the Company's atrial-controlled ventricular and single-chamber pacing
products was completed in fiscal 1992. Development of the circuits for the
Company's dual-chamber devices was completed in fiscal 1993. As of September 30,
1995, the Company's future maximum purchase obligation approximated $1,571,000.

During the year ended March 31, 1990, the Company entered into an agreement for
the procurement of integrated circuits. The development of these circuits was
completed in fiscal 1992. As of September 30, 1995, the Company's future maximum
purchase obligation approximated $96,000.

DESIGN AND DEVELOPMENT CONTRACT

In August 1995, the Company entered into a fixed-cost contract for the
development of technological enhancements to its second generation of hybrid
microelectronic circuits.  Total development costs under the 

                                       8
<PAGE>
 
terms of the contract approximate $63,000. As of September 30, 1995, the
Company's remaining outstanding commitment under the development contract
approximates $10,000.

FINANCIAL CONSULTING AGREEMENT

In October 1992, the Company entered into an agreement (the "Agreement") with a
financial brokering and consulting firm to assist the Company in its financing
efforts.  Pursuant to this Agreement, the Company was required to pay the
broker/consultant $8,000 per month for a period of 24 months.  The Company
deferred payment of 50% of the monthly fee and accrued interest thereon at a
rate of 10%, pursuant to the Agreement.  If at the end of 12 months the
broker/consultant had not performed a financial service as defined in the
Agreement, the Company could terminate this Agreement, including the remaining
monthly accrued fees and interest thereon.  In October 1993, the Company
terminated this Agreement, based on non-performance as defined in the Agreement.

On  January 4, 1994, the financial brokering and consulting firm filed suit
against the Company in the Circuit Court of the 11th Judicial Circuit in and for
Dade County, Florida (the "Court"), alleging that the Company had breached
certain contractual duties and obligations.  The suit requests a judgment
requiring the Company to deliver warrants to purchase 15% of the Company's
common stock, and damages in excess of $15,000.  The Company has denied
liability and filed a counterclaim alleging that the brokering firm fraudulently
induced the Company into the Agreement then breached the Agreement and certain
fiduciary duties.  Management plans to vigorously defend the lawsuit and pursue
its counterclaims.  In the opinion of management, this action has no merit and
the ultimate outcome is not expected to materially affect the financial position
of the Company.

                                       9
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
         OF OPERATIONS

FINANCIAL POSITION AND LIQUIDITY

The Company's continuing efforts towards building a sales and marketing
organization, expanding its research and design efforts, and its capital
expenditure and debt service requirements continue to have an unfavorable impact
on the Company's financial position and liquidity. Historically, the Company's
operating losses, capital expenditure and debt service requirements have been
financed through external sources, consisting primarily of equity and debt
placements. The Company's external sources of funds during the first six months
of fiscal 1996 consisted of short-term borrowings aggregating $68,000.  The
Company's operating and capital expenditure cash requirements exceeded its
external sources of liquidity during the first six months of fiscal 1996.
Accordingly, the Company experienced negative cash flow.

Cash used by operations during the first six months of fiscal 1996 approximated
$382,000. Capital expenditures and repayment of debt obligations during the
first six months of fiscal 1996 approximated $253,000 and $44,000, respectively.
Short-term borrowings during the first six months of fiscal 1996 aggregated
$68,000.  Overall, negative cash flow for the first six months of fiscal 1996
approximated $590,000.

Cash provided by operations during the first six months of fiscal 1995
approximated $71,000. Capital expenditures and repayment of debt obligations
during the first six months of  fiscal 1995 approximated $34,000 and $114,000,
respectively. Short-term borrowings during the first six months of fiscal 1995
aggregated $59,000. Overall, negative cash flow for  the first six months of
fiscal 1995 approximated $18,000.

The Company has no significant commitments for the acquisition of capital
assets. It has, however, entered into material commitments pursuant to certain
development and inventory procurement contracts with a remaining obligation
aggregating approximately $1,677,000 at September 30, 1995. As of  September 30,
1995, the Company's incurred and unpaid obligations pursuant to these contracts
approximates $170,000 (see "Note 4 - Commitments and Contingent Liabilities" of
the "Notes to Financial Statements").

Subsequent to September 30, 1995, in October 1995, the Company executed a $1
million promissory note with Intermedics Inc. to assist the Company in meeting
the demand of Intermedics future electrode lead orders pursuant to the Supply
Contract between Intermedics and the Company. The loan will be amortized at a
given ratio against future lead sales to Intermedics.  The note bears interest
at 24.5% annually and is secured by future proceeds from sales to Intermedics
and royalties to be received from Intermedics pursuant to the License Agreement
with Intermedics.  Any unpaid principal and accrued interest will be due and
payable September 1, 1998.  The Company believes this will meet its working
capital requirements for the remainder of fiscal 1996.

The ability of the Company to generate adequate amounts of cash either through
external financing sources or operations to meet its working capital, capital
expenditure and debt service requirements on a long-term basis is dependent upon
the attainment of a profitable level of operations. The Company believes that
sales growth is critical to the attainment of a profitable level of operations.
Accordingly, the Company is continuing its efforts to expand the volume of its
business, both domestically and internationally. The Company believes that it
has the potential to increase its sales and ultimately achieve a profitable
level of operations. However, there is no assurance that the Company's
operations will improve and/or generate the cash flow required to meet the
Company's liquidity needs, or that the Company will be able to continue its
operations as a going concern.

                                       10
<PAGE>
 
RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1994

OVERVIEW. Overall, the Company's total revenues for the second quarter of fiscal
1996 remained constant at $1.8 million as compared to the same for the second
quarter of fiscal 1995. Sales declined 4% from $1.4 million to $1.3 million and
royalties increased from $422,000 to $487,000 for the second quarter of fiscal
1996 as compared to the second quarter of fiscal 1995. Royalty income represents
royalties from Intermedics Inc. pursuant to a License Agreement between the
Company and Intermedics. However, as a result of increases in operating expenses
due to increased investments in sales and marketing and research and design, and
increased interest expense, the Company incurred a net loss of $6,000 for the
second quarter of fiscal 1996, as compared to net income of $331,000 for the
second quarter of fiscal 1995.

SALES.   Although overall sales have declined 4%, pacer unit sales  declined
51%.  However, this decline in pacer unit sales was somewhat offset by a 32%
increase in lead unit sales and increased sales of hybrid circuits to an Italian
manufacturer. The decline in overall pacer unit sales for the second quarter of
fiscal 1996 as compared to the second quarter of fiscal 1995 is primarily the
result of a decline in international sales.  The decline in international sales
is the result of the Company not having obtained the CE Mark required to sell
product in Europe.  The increased lead sales are a result of increased lead
sales to Intermedics Inc. pursuant to a Supply Agreement between the Company and
Intermedics.

Sales by geographic area for the second quarter of  fiscal 1996 and 1995 are as
follows:
<TABLE>
<CAPTION>
 
     -----------------------------------------
     Geographic Area       1996        1995
     -----------------------------------------
     <S>                <C>         <C>
     United States....  $1,145,449  $1,046,799
     Europe...........     169,450     329,953
                        ----------  ----------
                        $1,314,899  $1,376,752     
     -----------------------------------------
</TABLE>

The Company's domestic sales for the second quarter of fiscal 1996 increased 9%
as compared to the second quarter of  fiscal 1995.  The increase in domestic
sales is a result of a 36% increase in lead unit sales resulting from increased
lead sales to Intermedics Inc. European sales declined 49% for the second
quarter of  fiscal 1996 as compared to the second quarter of fiscal  1995.  The
Company ceased sales of pacers to European distributors effective January 1,
1995 as the Company has not yet obtained the CE Mark required to sell product in
Europe. Although there is no assurance the Company will succeed in obtaining the
CE Mark, the Company is preparing to obtain the CE Mark by the end of fiscal
1996.  However, the Company executed a new contract with its Italian distributor
and the Company  now sells hybrid circuits to this supplier instead of the
pacemaker sub-assemblies it historically sold to this distributor.  The Company
is not required to have the CE Mark in order to sell components to European
suppliers.

                                       11
<PAGE>
 
Sales by product line (including product assemblies) for the second quarter of
fiscal 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
 
     ------------------------------------------------------------------
     Product Line                                    1996       1995   
     ------------------------------------------------------------------
     <S>                                         <C>         <C>       
     Single-chamber pacemakers.................  $  167,586  $  341,778
     Dual-chamber pacemakers...................          -       12,290
     Atrial-controlled ventricular pacemakers..     437,763     569,717
     Hybrid circuits...........................      99,500      21,500
     Electrode leads...........................     586,367     393,135
     Other.....................................      23,683      38,332
                                                 ----------  ----------
                                                 $1,314,899  $1,376,752
     ------------------------------------------------------------------ 
</TABLE>

The Company received approval from the Food and Drug Administration ("FDA") for
its downsized dual-chamber device at the end of September 1995. Sales of the new
downsized dual-chamber device are expected to have a significant impact on
domestic sales in the second half of fiscal 1996. The Company is continuing its
efforts to increase its sales domestically through the recruitment of new sales
representatives. Further, the Company is also continuing its efforts to obtain
the CE Mark in order to re-establish its presence in the European market; and it
continues to pursue other international markets. The Company believes that its
new line of ultra-thin, longer-lived pacing products, along with the atrial-
controlled ventricular pacing system should provide the Company a very
competitive position in the market.

ROYALTY INCOME. Royalty income increased 15% in the second quarter of fiscal
1996 as compared to the second quarter of fiscal 1995. Royalty income represents
royalty fees from Intermedics Inc. pursuant to a License Agreement between the
Company and Intermedics, whereby the Company licensed the technology relating to
its single-pass atrial-controlled ventricular pacing system. Intermedics began
marketing this pacing system domestically in March 1995. The future potential
royalties to be recorded over the life of the License Agreement are estimated at
$4.1 million.

COSTS OF PRODUCTS SOLD. As compared to the 4% decline in sales, cost of products
sold declined 15% to $591,000 for the second quarter of fiscal 1996 as compared
to $696,000 for the second quarter of fiscal 1995, resulting in an increase in
the gross margin to 55% for the second quarter of fiscal 1996 as compared to 49%
for the same period last year. Increased production levels are having a
favorable impact on the Company's manufacturing costs, reducing overhead and
scrap rates; further, the Company is incurring reduced per-unit manufacturing
costs for the downsized generation pacers. However, these factors are being
slightly offset by the less favorable margin being incurred for lead sales to
Intermedics which account for 38% of sales for the second quarter of fiscal 1996
as compared to 24% for the second quarter of fiscal 1995. However, the Company
also receives a $325 royalty per lead unit sold by Intermedics which
incorporates the Company's single-pass technology, pursuant to the License
Agreement with Intermedics.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 48% for the second quarter of fiscal 1996 as
compared to the second quarter of fiscal 1995 primarily as a result of increased
salary and benefits expense for new senior management and sales and marketing
personnel; increased commission expense as a result of the support of new sales
representatives; and increased travel expense for the new senior management and
sales and marketing personnel as they recruit, train and manage the new sales
force.

ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES. The 132% increase in
engineering, research and development expenses for the second quarter of fiscal
1996 as compared to the second quarter of fiscal 1995 is a result of the Company
hiring new engineering personnel to resume its developments in single-pass lead,
dual-chamber operation and rate-responsive pacing, and related outside
professional services for those development projects.

                                       12
<PAGE>
 
OTHER INCOME AND EXPENSES.  Interest expense for second quarter of  fiscal 1996
increased 126% as compared to the second quarter of  fiscal 1995 as a result of
higher debt balances, primarily due to the $2,885,000, 5% debenture financing,
and the amortization of debt costs associated with the debenture and mortgage
financings.

SIX MONTHS ENDED SEPTEMBER 30, 1995 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 1994

OVERVIEW. Overall, the Company's total revenues for the first half of fiscal
1996 increased 24% to $3.6 mllion as compared to $2.9 million for the first half
of fiscal 1995. Sales increased 6% for the first half of fiscal 1996 to $2.6
million as compared to $2.4 million for the same period last year. Royalty
income increased 120% to $989,000 for the first half of fiscal 1996 as compared
to $449,000 for the first half of fiscal 1995. However, as a result of increases
in operating expenses due to increased investments in sales and marketing and
research and design, and increased interest expense, the Company incurred a net
loss of $163,000 for the six months ended September 30, 1995, as compared to net
income of $108,000 for the same period last year.

SALES.  Although overall sales increased 6%, pacer unit sales declined 48%.
However, this decline in pacer unit sales was offset by a 39% increase in lead
unit sales and increased sales of hybrid circuits to an Italian manufacturer.
The decline in overall pacer unit sales for the first half of fiscal 1996 as
compared to the first half of fiscal 1995 is primarily the result of a decline
in international sales. The decline in international sales is the result of the
Company not having obtained the CE Mark required to sell product in Europe.  The
increased lead sales are a result of increased lead sales to Intermedics Inc.
pursuant to a Supply Agreement between the Company and Intermedics. Sales by
geographic area for the first half of fiscal 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
     -----------------------------------------
     Geographic Area       1996        1995   
     -----------------------------------------
     <S>                <C>         <C>       
     United States....  $2,294,064  $1,915,822
     Europe...........     292,838     527,703
                        ----------  ----------
                        $2,586,902  $2,443,525
     ----------------------------------------- 
</TABLE>

The Company's domestic sales for the first half  of fiscal 1996 increased 20% as
compared to the first half of fiscal 1995.  The increase in domestic sales is a
result of a 41% increase in lead unit sales resulting from increased lead sales
to Intermedics Inc.  European sales declined  45% for the first half of fiscal
1996 as compared to the same period last year.  The Company ceased sales of
pacers to European distributors effective January 1, 1995 as the Company has not
yet obtained the CE Mark required to sell product in Europe. Although there is
no assurance the Company will succeed in obtaining the CE Mark, the Company is
preparing to obtain the CE Mark by the end of fiscal 1996.  However, the Company
executed a new contract with its Italian distributor and the Company  now sells
hybrid circuits to this supplier instead of the pacemaker sub-assemblies it
historically sold to this distributor.  The Company is not required to have the
CE Mark in order to sell components to European suppliers.

Sales by product line (including product assemblies) for the first half of
fiscal 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
     ------------------------------------------------------------------
     Product Line                                    1996       1995   
     ------------------------------------------------------------------
     <S>                                         <C>         <C>       
     Single-chamber pacemakers.................  $  298,459  $  572,226
     Dual-chamber pacemakers...................          -       78,590
     Atrial-controlled ventricular pacemakers..     892,527     949,879
     Hybrid circuits...........................     199,625      21,500
     Electrode leads...........................   1,168,032     732,258
     Other.....................................      28,259      89,072
                                                 ----------  ----------
                                                 $2,586,902  $2,443,525
     ------------------------------------------------------------------ 
</TABLE>

                                       13
<PAGE>
 
The Company received approval  from the Food and Drug Administration ("FDA") for
its downsized dual-chamber device at the end of September 1995.  Sales of the
new downsized dual-chamber device are expected to have a significant impact on
domestic sales in the second half of fiscal 1996.  The Company is continuing its
efforts to increase its sales domestically through the recruitment of new sales
representatives.  Further, the Company is also continuing its efforts to obtain
the CE Mark in order to re-establish its presence in the  European market; and
it continues to pursue other international  markets.  The Company believes that
its new line of ultra-thin, longer-lived pacing products, along with the atrial-
controlled ventricular pacing system should provide the Company a very
competitive position in the market.

ROYALTY INCOME.  Royalty income increased 120% for the first half of fiscal 1996
as compared to the fist half of fiscal 1995.  Royalty income represents royalty
fees from Intermedics Inc. pursuant to a License Agreement between the Company
and Intermedics, whereby the Company licensed the technology relating to its
single-pass atrial-controlled ventricular pacing system. Intermedics began
marketing this pacing system in March 1995.  The future potential royalties to
be recorded over the life of the License Agreement are estimated at $4.1
million.

COSTS OF PRODUCTS SOLD.  As compared to the 6% increase in sales, cost of
products sold declined 8%  to $1.2 million for the first half of fiscal 1996 as
compared to $1.3 million for the first half of fiscal 1995, resulting in an
increase in the gross margin to 53% for the first half of fiscal 1996 as
compared to 46% for the same period last year.  Increased production levels are
having a favorable impact on the Company's manufacturing costs, reducing
overhead and scrap rates; further, the Company is incurring reduced per-unit
manufacturing costs for the downsized generation pacers.  However, these factors
are being slightly offset by the less favorable margin being incurred for lead
sales to Intermedics which account for 39% of sales for the first half of fiscal
1996 as compared to 27% for the first half of  fiscal 1995. However, the Company
also receives a $325 royalty per lead unit sold by Intermedics which
incorporates the Company's single-pass technology, pursuant to the License
Agreement with Intermedics.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased 68% for the first half of fiscal 1996 as
compared to the first half of fiscal 1995 primarily as a result of increased
salary and benefits expense for new senior management and sales and marketing
personnel;  increased commission expense as a result of the support of new sales
representatives; and increased travel expense for the new senior management and
sales and marketing personnel as they recruit, train and manage the new sales
force and market the Company's product at trade conventions.

ENGINEERING, RESEARCH AND DEVELOPMENT EXPENSES.  The 102%  increase in
engineering, research and development expenses for the first half  of fiscal
1996 as compared to the first half of fiscal 1995 is a result of of the Company
hiring new engineering personnel to resume its developments in single-pass lead,
dual-chamber operation and rate-responsive pacing, and related outside
professional services for those development projects..

OTHER INCOME AND EXPENSES.    Interest expense for the first half of fiscal 1996
increased 131% as compared to the first half of fiscal 1995 as a result of
higher debt balances, primarily due to the $2,885,000, 5% debenture financing,
and the amortization of debt costs associated with the debenture and mortgage
financings.


OPERATING TRENDS AND UNCERTAINTIES

SALES. The ability of the Company to attain a profitable level of operations is
dependent upon expansion of sales volume, both domestically and internationally.
The Company believes that with the commercial release of its atrial -controlled
ventricular pacing system, which is a system capable of attracting a significant
market share, and the introduction of its new line of smaller, more competitive
pacing products, it now has the potential 

                                       14
<PAGE>
 
to improve its sales and the recruitment of sales representatives. The Company
received clearance by the FDA to commercially distribute this new line of
products in fiscal 1994 for its single-chamber and atrial-controlled ventricular
devices. The PMA Supplement for the new dual-chamber device was submitted to the
FDA in February 1995 and clearance was received in September 1995. Working
capital constraints had delayed the procurement of sufficient quantities of the
dual-chamber hybrid circuits to complete testing and production requirements for
the submission to the FDA prior to that time. The availability of the new dual-
chamber device is expected to have a significant impact on domestic sales in the
second half of fiscal 1996.

The Company's sales during fiscal 1995 had been restricted as a result of
production limitations resulting from working capital constraints. However, the
Company has secured financing that management believes will enable it to meet
and expand its demand in the domestic market,  and expand into additional
international markets.

The European Community ("EC") nations have adopted universal standards in order
to provide simplified trade among the member nations and to assure free access
to trade while maintaining quality standards for products sold. All companies
doing business in these nations must be certified to these standards set forth
by the EC which is evidenced by being granted the CE Mark. Standards for active
implantable medical products were implemented January 1, 1993, with a transition
period ending December 31, 1994. In order for the Company to resume the sale of
its product in the EC, it must obtain certification, the CE Mark. These
standards have been developed by the International Organization for
Standardization ("ISO"). The Company is preparing for certification during
fiscal 1996. From January 1, 1995, until it receives such certification, the
Company will lose sales to its European distributors, to which the Company sells
completed devices. However, the Company anticipates that increased sales in the
domestic market will reduce the overall adverse effect of this loss of European
sales. Further, the Company continues to sell hybrid circuit components to its
customer in Italy and continues to export its products to Greece.

Until recently, the Company was the only manufacturer commercially marketing
single-lead atrial-controlled ventricular pacemakers.  However, Intermedics
Inc., a competitor of the Company, received FDA clearance to commercially market
a single-lead atrial-controlled ventricular pacemaker that it developed
utilizing the Company's technology pursuant to license and supply agreements
with the Company.  Intermedics commenced marketing its new pacemakers in March
1995.

Although the introduction of the new Intermedics pacemakers poses competition
for the Company, management believes that the Company will benefit from such
competition since the new Intermedics pacemaker will increase the visibility of
single-lead atrial-controlled ventricular pacemakers in the marketplace and
thereby increase market acceptance of the product.  Further, management
believes that there is a sufficient market to accommodate both the Company's and
Intermedics pacemakers.  The Company estimates that its market share of
pacemakers generally is less than 1% of an estimated total worldwide market of
$2 billion per year.

Various factors impact on a firm's ability to increase market share including,
but not limited to, the financial strength of the firm, the ability of the firm
and its competitors, and the time involved in obtaining FDA clearance for new or
improved products.  Therefore, although management believes that the Company is
well poised for viable growth, management cannot predict the degree of market
share the Company can obtain.  Factors beyond the Company's control may impede
its progress  and in such event, its business and operations would be adversely
impacted.

                                       15
<PAGE>
 
The Company's ability to successfully compete with Intermedics and other
pacemaker manufacturers will depend on the Company's ability to supply product
and recruit and increase a quality sales force.  The Company historically
has been restricted in its marketing capabilities due to financial constraints
impeding its ability to supply  products and recruit and train a sales force.
However, the availability of capital from the Debenture financing, the resulting
reduction in debt made possible from those funds and from the Sirrom loan, and
the cash flow generated from Intermedics' orders and royalties have positioned
the Company to increase its sales force and provide an uninterrupted supply of
products.

As discussed above, the manufacture and sale of leads to Intermedics produce
income for the Company.  The Company sells electrode leads to Intermedics for
its new systems under an Amended and Restated Supply Contract that terminates on
August 1, 1998, unless renewed for an additional two year period.  The Company
also receives royalties from Intermedics sales of  its products incorporating
the licensed technology under an Amended and Restated License Agreement.  The
Company anticipates supplying components to Intermedics under the supply
agreement for the next several years.  An increase in demand for components by
Intermedics will put further demands on the Company to supply the products;
however, with the anticipated cash flow from such orders that would be generated
under the license and supply agreements, plus anticipated positive cash flow
from sales of other products by the Company, management believes that the
Company could be in a position to accommodate an increase in orders.  Further,
in October 1995, Intermedics loaned the Company $1,000,000 to assist the Company
in meeting the demand of its future orders, such loan to be amortized at a given
ratio against future orders.  (See "Financial Position and Liquidity").

It is anticipated that Intermedics will eventually develop its own manufacturing
capability for electrode leads necessary for its new pacemakers.  However, any
such development will take time.  Although the Company does not know how long it
will take Intermedics to develop its own manufacturing capability, added to any
such development period would be the time necessary to obtain FDA clearance of
its manufacturing process.  Thus, although the Company cannot guarantee that it
will continue to supply Intermedics with products, the Company anticipates
providing Intermedics with components for the next few years.  However, in the
event Intermedics receives FDA approval in a shorter time-frame than
anticipated, or other events occur which causes a decrease in Intermedics'
orders, the Company's business and operating results would be adversely
affected.

SOURCES OF SUPPLY.   One of the Company's principal suppliers of material used
primarily in electrode lead production, E.I. DuPont de Nemours & Company, has
indicated that they will no longer supply their material to the medical device
industry for use in implantable devices.  The availability of this material
suitable for use in implantable medical devices is an industry-wide problem and
is not unique to the Company or to the cardiovascular device segment of the
industry.  A tentative replacement for the DuPont supplied material has been
identified which meets manufacturing requirements.  Biocompatibility studies
have been initiated on the replacement candidate.  Since the candidate
replacement material is comprised of the same chemical composition as the DuPont
material, it is expected that it will be comparable with respect to the
performance characteristics and Biocompatibility of the current material in use.
Similarly, FDA approval of this replacement material is anticipated to be
forthcoming based upon a satisfactory outcome of the testing in progress.  The
Company believes, however, that it has a sufficient quantity of the DuPont
material on supply to meet the Company's anticipated demand for the next several
years.

                                       16
<PAGE>
 
                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  January 4, 1994, a financial brokering and consulting firm filed suit
against the Company in the Circuit Court of the 11th Judicial Circuit in and for
Dade County, Florida (the "Court"), alleging that the Company had breached
certain contractual duties and obligations.  The suit requests a judgment
requiring the Company to deliver warrants to purchase 15% of the Company's
common stock, and damages in excess of $15,000.  The Company has denied
liability and filed a counterclaim alleging that the brokering firm fraudulently
induced the Company into the Agreement then breached the Agreement and certain
fiduciary duties.  Management plans to vigorously defend the lawsuit and pursue
its counterclaims. In the opinion of management, this action has no merit and
the ultimate outcome is not expected to materially effect the financial position
of the Company.


ITEM 2.  CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS

     None


ITEM 3.  DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

     None


ITEM 4.  RESULTS OF VOTES OF SECURITY HOLDERS

     None


ITEM 5.  OTHER INFORMATION

     None

                                       17
<PAGE>
 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
6(A).  EXHIBITS

Exhibits filed in Part II of this Report are as follows:
<TABLE>
<CAPTION>
 
--------------------------------------------------------------------------------------------------------
Exhibit                                                       Sequential Page Number or
Number               Description                            Incorporation by Reference to
--------------------------------------------------------------------------------------------------------
<C>      <S>                                  <C>
 3.0     Certificate of Incorporation of      Exhibit 3.0 to Amendment No. 1 to Form S-1 Registration
         the Company, as amended              Statement filed on February 1, 1988, Registration No. 33-
                                              16490 and Form 10-K for the year ended March 31, 1990,
                                              File No. 0-14653

 3.1     Amendment to Certificate of          Exhibit 3.1 to Form S-1 Registration Statement filed on
         Incorporation                        March 2, 1995, Registration No. 33-89938

 3.2     By-Laws of the Company               Exhibit 3.1 to Form S-18 Registration Statement filed on
                                              October 16, 1985, Registration No. 33-9208

 3.3     Amendment to Bylaws                  Exhibit 3.3 to Form S-1 Registration Statement filed on
                                              March 2, 1995, Registration No. 33-89938

 4.0     Form of Common Stock                 Exhibit 4.0 to Form S-1 Registration Statement filed on
         Certificate                          March 2, 1995, Registration No. 33-89938

 4.1     Form of Sales Representative         Exhibit 4.13 to Form 10-Q for the Quarter Ended
         Stock Option Agreement               September 30, 1988, File No. 0-14653

 4.2     Cardiac Control Systems, Inc.        Exhibit 4.15 to Form 8-K Current Report dated October 11,
         5% Convertible Debenture due         1994, File No. 0-14653
         October 31, 1999

 4.3     Combined 1987-1992 Non-              Exhibit 4.8 to Amendment No. 1 to Form S-1 Registration
         Qualified Stock Option Plan          Statement filed on April 17, 1995, Registration No. 33-
                                              89938

 4.4     Stock Purchase Warrant dated         Exhibit 4.1 to Form 8-K Current Report, dated March 31,
         March 31, 1995 in favor of           1995, File No. 0-14653
         Sirrom Capital Corporation

 4.5     Stock Purchase Warrant, dated        Exhibit 4.2 to Form 8-K Current Report, dated March 31,
         March 31, 1995 in favor of Dow       1995, File No. 0-14653
         Corning Enterprises, Inc.

10.0     License Agreement between            Exhibit 10.1 to Form 10-Q for the Quarter Ended
         Hughes/Bertolet and the              September 30, 1986, File No. 0-14653
         Company

10.1     Settlement Agreement and             Exhibit 10.2 to Form 10-K for the Year Ended March 31,
         Release between Applied Cardiac      1990, File No. 0-14653
         Electro-physiology and the
         Company

</TABLE> 

                                       18
<PAGE>
 
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Exhibit                                                       Sequential Page Number or
Number               Description                            Incorporation by Reference to
--------------------------------------------------------------------------------------------------------
<C>      <S>                                  <C>
10.2     Amended and Restated License         Exhibit 10.19 to Form 8-K Current Report, dated April 2,
         Agreement between Intermedics        1993, File No. 0-14653
         Inc. and the Company, dated
         April 2, 1993

10.3     Amended and Restated Supply          Exhibit 10.20 to From 8-K Current Report, dated April  2,
         Contract between Intermedics         1992, File No. 0-14653
         Inc. and the Company, dated
         April 2, 1993

10.4     Employment Agreement between         Exhibit 10.24 to Form 8-K Current Report, dated October
         Bart C. Gutekunst and the            11, 1994, File No. 0-14653
         Company, dated October 13,
         1994

10.5     Employment Agreement between         Exhibit 10.25 to Form 8-K Current Report, dated October
         Alan J. Rabin and the Company,       11, 1994, File No. 0-14653
         dated October 13, 1994

10.6     Employment Agreement between         Exhibit 10.12 to Form 10-Q for the Quarter Ended
         Robert S. Miller and the             December 31, 1994, File No. 0-14653
         Company, dated December 12,
         1994

10.7     Agreement between LEM                Exhibit 10.13 to Form 10-Q for the Quarter Ended
         Biomedica, s.r.l. and the            December 31, 1994, File 0-14653
         Company, dated October 1, 1994

10.8     Agreement between the                Exhibit 10.12 to Form S-1 Registration Statement filed on
         Company and Alan J. Rabin and        March 2, 1995, Registration No. 33-89938
         Bart C. Gutekunst, dated July 1,
         1994

10.9     Form of Indemnification              Exhibit 10.13 to Form S-1 Registration Statement filed on
         Agreement between the                March 2, 1995, Registration No. 33-89938
         Company and each Director,
         executed December 1994

10.10    Employment Agreement between         Exhibit 10.14 to Form S-1 Registration Statement filed on
         Robert R. Brownlee and the           March 2, 1995, Registration No. 33-89938
         Company dated as of October 1,
         1994

10.11    Loan and Security Agreement          Exhibit 10.1 to Form 8-K Current Report, dated March 31,
         between the Company and              1995, File No. 0-14653
         Sirrom Capital Corporation,
         dated March 31, 1995

</TABLE> 

                                       19
<PAGE>
 
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Exhibit                                                       Sequential Page Number or
Number               Description                            Incorporation by Reference to
--------------------------------------------------------------------------------------------------------
<C>      <S>                                  <C>
10.12    $1,500,000 Secured Promissory        Exhibit 10.2 to Form 8-K Current Report, dated March 31,
         Note in favor of Sirrom Capital      1995, File No. 0-14653
         Corporation, dated March 31,
         1995

10.13    Mortgage, Assignment of Rents        Exhibit 10.3 to Form 8-K Current Report, dated March 31,
         and Leases, and Security             1995, File No. 0-14653
         Agreement in favor of Sirrom
         Capital Corporation, dated
         March 31, 1995

10.14    Second Mortgage and Security         Exhibit 10.4 to Form 8-K Current Report, dated March 31,
         Agreement in favor of Bart           1995, File No. 0-14653
         Gutekunst, as trustee, dated
         March 31, 1995

10.15    Subordination Agreement              Exhibit 10.5 to Form 8-K Current Report, dated March 31,
         between the Company Sirrom           1995, File No. 0-14653
         Capital Corporation, and the
         Debentureholders, dated March
         31, 1995

10.16    Promissory Note and Security         Page 22 - Page 28
         Agreement between Intermedics
         Inc. and the Company, dated
         October 20, 1995

10.17    Amendment 2 to Supply                Page 29 - Page 31
         Contract between Intermedics
         Inc. and the Company, dated
         October 20, 1995

10.18    Amendment 2 to License               Page 32 - Page 34
         Agreement between Intermedics
         Inc. and the Company, dated
         October 20, 1995

11.0     Statement re Computation of          Page 35 - Page 36
         Income (Loss) per share
 
--------------------------------------------------------------------------------------------------------
</TABLE>

6(B).  REPORTS ON FORM 8-K

The Company did not file a current report on Form 8-K in the quarter ended
September 30, 1995.

                                       20
<PAGE>
 
                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                          CARDIAC CONTROL SYSTEMS, INC.
                                   (Registrant)


      
Date: November 14, 1995              By: /s/ Alan J. Rabin
      -------------------                -------------------------------------
                                         Alan J. Rabin                        
                                         President and Chief Executive Officer
                                                                              
                                                                              
                                                                              
                                                                              
Date: November 14, 1995              By: /s/ Lauri Mitchell
      -------------------                -------------------------------------
                                         Lauri Mitchell                       
                                         Controller                            
                                     

                                       21