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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
(Mark One)

[ X ]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 2001
                               ------------------------------------------------

                                       OR

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


                         Commission file number 0-19567
                                                -------

                              CARDIAC SCIENCE, INC.
                              ---------------------
        (Exact name of Small Business Issuer as specified in its charter)

        DELAWARE                                        33-0465681
        ----------------------------------------------------------------
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)               identification No.)


                 16931 Millikan Avenue, Irvine, California 92606
                 -----------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (949) 587-0357


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
    -----     -----

The number of shares of the Common Stock of the registrant outstanding as of
May 10, 2001 was 24,819,138.


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Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto set forth elsewhere herein.

General

         Cardiac arrest is the leading cause of death in the United States and
Europe. According to the American Heart Association, approximately 350,000
people die annually in the United States from sudden cardiac arrest. For every
minute that passes from the onset of sudden cardiac arrest, a person's survival
rate decreases by 10% or more. Clinical studies have shown that the average
survival rate for patients suffering an in-hospital cardiac arrest is about 15%-
a rate that has not changed since the 1960's. The American Heart Association and
other major resuscitation councils around the world have acknowledged that
immediate defibrillation therapy is the single most important factor in
determining the survival rate of sudden cardiac arrest victims.

         Our technology platform consists of proprietary arrhythmia detection
and discrimination software (RHYTHMx ECD(TM)), defibrillation hardware and
electrode technology, which are combined to create a line of fully automatic
external cardioverter defibrillator ("AECD(R)") devices. These AECD's are
designed to be prophylactically attached to patients at temporary risk of sudden
cardiac arrest, and to

         o     continuously monitor a patient's heart rhythms,
         o     instantly and accurately detect the onset of any life-threatening
               arrhythmias, and
         o     when appropriate and without the aid of hospital staff,
               automatically deliver potentially life saving defibrillation
               shocks within seconds to convert a patient's heart back to its
               normal rhythm.

         We believe our proprietary technology will help create a new standard
of care by significantly increasing the survival rate of patients suffering
sudden cardiac arrest.

         Our first AECD product, the Powerheart(TM), was introduced into the
United States in February 2000, and is the only FDA cleared, fully automatic
non-invasive external cardioverter defibrillator device. In addition we
currently are developing two additional AECD products:

         o     Cardiac Rhythm Module(TM) - formerly referred to as our
               Automatic Defibrillator Module, the Cardiac Rhythm Module or
               "CRM" is a portable, fully automatic defibrillator module
               designed to work as a stand-alone defibrillator, or in
               conjunction with existing third party patient monitoring
               systems. Functionally, the CRM is designed to provide complete
               rhythm management capabilities, including fully automatic,
               semi-automatic and manual defibrillation therapy modes and
               external pacing.

         o     Personal Wearable Defibrillator(TM) - the Personal Wearable
               Defibrillator or "PWD" is a small, wearable, fully automatic
               defibrillator designed to be worn by patients who are
               ambulatory within a hospital setting or home environment, and
               who are at temporary risk of sudden cardiac arrest for a
               period of days or weeks.

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         We own four patents and have twelve patent applications pending. We
intend to continue to file additional patent applications relating to our
technology.

         Our business strategy is centered on rapidly building an installed base
of AECD devices in order to maximize the potential recurring revenue associated
from sales of our single use, disposable defibrillator electrodes. All of our
AECD devices are designed to utilize our proprietary defibrillator electrodes,
which for sanitary, safety and performance reasons, must be changed once every
24 hours. Our disposable defibrillator electrodes feature our proprietary "smart
chip" technology, designed to ensure that only our electrodes will be used with
devices utilizing our proprietary technology. We are now marketing our AECD
devices directly to hospitals in the United States, and through country specific
distributors in the rest of the world. We intend to acquire or enter into
strategic alliances with other defibrillator and patient monitoring equipment
manufacturers in order to more rapidly increase the adoption of our AECD devices
and technology.

         In 2001, we announced an offer to acquire all the outstanding shares of
Artema Medical AB, a Stockholm, Sweden based developer, manufacturer and
distributor of defibrillators and patient monitoring equipment, for between 3.33
million and 4.44 million shares of our common stock. In 2001, we also entered
into a definitive agreement to purchase all the outstanding shares of
Survivalink Corporation, a Minneapolis, Minnesota based developer, manufacturer
and marketer of semi automatic external defibrillators ("AEDs"), for $10 million
in cash, $26.05 million in senior secured promissory notes, and $36.05 million
in common stock. We intend to integrate our RHYTHMx ECD software into the
defibrillation and patient monitoring products of Artema and Survivalink, which
we believe will cost effectively expand our AECD product line. In addition, we
believe there are additional synergies between our distribution channels, cost
structure and customer base, and those of Artema and Survivalink. Both
transactions are anticipated to close in the third quarter of 2001, and are
subject to satisfying certain conditions.

         In December 1998, we entered into a five-year exclusive distribution
and licensing agreement with Medtronic Physio-Control ("MPC"), a subsidiary of
Medtronic, Inc. ("Medtronic"). Under the original agreement, MPC had the
exclusive right to market the Powerheart in the United States and Canada. In May
1999, the agreement was expanded to include the United Kingdom, Germany, France,
and certain Scandinavian countries. This quarter, MPC provided us with notice
that, among other things, the planned acquisition of Survivalink, a significant
competitor of MPC, places MPC at substantial risk of violating restrictions
placed on Medtronic's by the Federal Trade Commission in connection with
Medtronic's acquisition of Physio-Control. MPC believes these restrictions,
among other things, directly impact MPC's ability to continue its relationship
with us. MPC has stated that in light of such fact, it believes it to be in the
best interests of the parties to terminate the agreement. We are currently in
discussions with MPC regarding the nature and extent, if any, of a commercial
relationship going forward and expect to reach a definitive conclusion within
the next several months. (see note 7 to the consolidated condensed financial
statements).

Results of Operations

         Revenue for the three months ended March 31, 2001 increased 181% to
$1,757,789 compared to $624,642 in the three months ended March 31, 2000. This
variance of $1,133,147 was comprised of increased sales of the Powerheart though
our international distribution channels of $692,000, decreased domestic sales of
the Powerheart of $333,000 ($283,000 of which was attributable to the MPC
situation during the three months ended March 31, 2001), sales of approximately
$725,800 of defibrillators and patient monitoring equipment purchased from
Artema

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Medical AB and sold to our international distributors, and increased sales of
supplies and accessories of $47,800.

         Cost of goods sold as a percentage of revenue was approximately 92% for
the three months ended March 31, 2001 and for the three months ended March 31,
2000. We anticipate that our cost of goods sold, as a percentage of revenue,
will decrease in the future due to the introduction of lower cost units and a
change in the mix of product sales toward higher margin disposable electrodes.

         Research and development expenses increased to $2,150,177 for the three
months ended March 31, 2001 from $1,138,024 in the three months ended March 31,
2000, reflecting our continued investment in the development of the CRM and PWD
AECD devices. Increases in research and development expenses related to higher
engineering personnel costs and project costs associated with the development of
the CRM and PWD AECD devices, as well as sustaining engineering costs associated
with the Powerheart.

         Sales and marketing expenses increased to $1,519,860 for the three
months ended March 31, 2001 from $924,764 in the three months ended March 31,
2000. This increase is primarily attributable to expenses associated with the
expansion of our direct sales organization and an increase in the number of
clinical support specialists, as well as, higher marketing costs relating to
direct mail and tradeshow activities.

         General and administrative expenses increased to $1,536,094 for the
three months ended March 31, 2001 from $717,049 in the three months ended
March 31, 2000. The increase was a result of higher personnel costs, insurance
premiums, professional and consulting fees and costs associated with the Cadent
facility in Bedford, Massachusetts.

         Amortization of goodwill and other intangible assets was $330,842 for
the three months ended March 31, 2001 compared to none in the prior comparable
period. The amortization charges are associated with goodwill and intangible
assets acquired in our acquisition of Cadent Medical in July 2000.

Liquidity and Capital Resources

         At March 31, 2001, we had cash and cash equivalents of $7,497,670 and
working capital of $11,751,569 as compared to cash and cash equivalents of
$13,537,066 and working capital of $18,021,779 at December 31, 2000. From
inception, our sources of funding for operations were derived from equity
placements aggregating approximately $51 million. Net cash used in operating
activities for the three months ended March 31, 2001 was $5.4 million compared
to $3.3 million for the three months ended March 31, 2000. We have incurred
losses of approximately $57.2 million since inception, and we expect to incur
substantial additional operating losses as a result of expenditures related to
marketing and sales efforts, and research and product development activities.
The timing and amounts of these expenditures will depend upon many factors, some
of which are beyond our control, such as the progress of research and
development programs, and market acceptance of our products.

         Successful completion of our development program for our products and
the transition to profitable operations is dependent upon achieving a level of
revenue which supports the required cost structure.

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         We anticipate that the current cash balances and liquidation of the
marketable securities available for sale will be sufficient to meet our cash
requirements into September 2001. Additional capital will be necessary to ensure
our viability. In this respect, we are considering a number of alternatives,
including additional equity financings and corporate partnerships. We cannot
assure you that any such transactions will be available on terms acceptable to
us, if at all, or that any financing transaction will not be dilutive to current
stockholders. We also cannot assure you that we will have sufficient working
capital to fund future operations. If we are not able to raise additional funds,
we may be required to significantly curtail or cease our operating activities.
The accompanying financial statements have been prepared assuming that we will
continue as a going concern.

Forward Looking Statements

         This Quarterly Report on Form 10-Q contains certain forward-looking
statements, including statements regarding:

         o     products under development;
         o     future cash requirements and the adequacy of cash on hand;
         o     technological and competitive advantages;
         o     our ability to improve patient care, increase survival rates,
               decrease recovery time, lessen patient debilitation, and
               reduce patient care costs;
         o     strategic alliances and
         o     our planned acquisitions of Artema Medical AB and Survivalink
               Corporation.

         These forward-looking statements are based on current expectations that
involve numerous risks and uncertainties, including those risks and
uncertainties discussed in this Form 10-Q and in our Annual Report on Form 10-K
for the year ended December 31, 2000. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive, and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, we cannot assure you that the results discussed or
implied in such forward-looking statements will prove to be accurate. In light
of the significant uncertainties inherent in such forward-looking statements,
the inclusion of such statements should not be regarded as a representation by
us or any other person that our objectives and plans will be achieved. Words
such as "believes," "anticipates," "expects," "intends," "may," and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. We undertake no obligation to
revise any of these forward-looking statements.


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                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.



                           CARDIAC SCIENCE, INC.




Date:  July 19, 2001       /s/  Roderick de Greef
                           -----------------------------
                           Roderick de Greef
                           (Authorized Officer and Principal Financial Officer)


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