<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

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


[X]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from May 1, 2003 to September 30, 2003


Commission File Number: 0-28010


                                  MEDWAVE, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                          41-1493458
 (State or other jurisdiction of                            (IRS employer
 incorporation or organization)                         identification number)

                               435 Newbury Street
                                Danvers, MA 01923
                    (Address of principal executive offices,
                                    zip code)

                                 (978) 762-8999
                    (Registrant's telephone number, including
                                   area code)


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 as 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 [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [  ]   No [X]

As of November 7, 2003, the issuer had 8,764,666 shares of Common Stock
outstanding.
<PAGE>
                                  Medwave, Inc.

                                    Form 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
PART I.  FINANCIAL INFORMATION

  Item 1. Financial Statements                                                                   2

                  Balance Sheets - April 30, 2003 and September 30, 2003                         2

                  Statements of Operations - Five Months Ended September 30, 2003                3
                     and 2002

                  Statements of Cash Flows - Five Months Ended September 30, 2003                4
                     and 2002

                  Notes to Unaudited Financial Statements                                        5

  Item 2. Management's Discussion and Analysis of Financial Condition                            6
                     and Results of Operations

  Item 3. Quantitative and Qualitative Disclosures About Market Risk                            10

  Item 4. Controls and Procedures                                                               10

PART II. OTHER INFORMATION

  Item 1. Legal Proceedings                                                                     11

  Item 2. Changes in Securities And Use Of Proceeds                                             11

  Item 3. Defaults Upon Senior Securities                                                       11

  Item 4. Submission of Matters To A Vote of Security Holders                                   11

  Item 5. Other Information                                                                     11

  Item 6. Exhibits and Reports on Form 8-K                                                      11

Signatures                                                                                      12

Exhibits                                                                                     13-14
</TABLE>


                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  Medwave, Inc.

                                 Balance Sheets


<TABLE>
<CAPTION>
                                                              SEPTEMBER 30        APRIL 30,
                                                                 2003               2003
                                                              ------------      ------------
                                                              (unaudited)       (see note 1)
<S>                                                           <C>               <C>
ASSETS
Current assets:
      Cash and cash equivalents                               $  1,694,648      $  2,597,649
      Accounts receivable, net                                     232,676           294,791
      Inventories, net                                             404,306           270,118
      Prepaid expenses                                              54,016           103,899
                                                              ------------      ------------
Total current assets                                             2,385,646         3,266,457
                                                              ------------      ------------

Property and equipment:
      Research and development equipment                            31,535            31,535
      Office equipment                                              76,836            76,836
      Manufacturing and engineering equipment                      247,824           247,824
      Sales and marketing equipment                                 62,365            62,365
      Leasehold improvements                                        31,613            31,613
      Demonstration equipment                                       25,302                --
                                                              ------------      ------------
                                                                   475,475           450,173
      Accumulated depreciation and amortization                   (398,715)         (387,323)
                                                              ------------      ------------
      Property and equipment, net                                   76,760            62,850
                                                              ------------      ------------
Total assets                                                  $  2,462,406      $  3,329,307
                                                              ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
      Current liabilities:
      Accounts payable                                        $    380,380      $    310,180
      Accrued expenses                                              66,794           101,303
      Deferred revenue                                              38,085            38,850
                                                              ------------      ------------
Total current liabilities                                          485,259           450,333
                                                              ------------      ------------
Stockholders' equity:
      Common stock, no par value:
                 Authorized shares--50,000,000
                 Issued and outstanding shares -                23,528,151        23,449,114
                   April 30, 2003 - 8,650,916
                   September 30, 2003 - 8,744,666
      Accumulated deficit                                      (21,551,004)      (20,570,140)
                                                              ------------      ------------
Total stockholders' equity                                       1,977,147         2,878,974
                                                              ------------      ------------
Total liabilities and stockholders' equity                    $  2,462,406      $  3,329,307
                                                              ============      ============
</TABLE>


The accompanying notes are an integral part of these unaudited financial
statements.


                                       2
<PAGE>
                                  Medwave, Inc.

                            Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               Five months ended September 30,
                                               -------------------------------
                                                    2003             2002
                                                -----------       -----------
<S>                                            <C>               <C>
Revenue:
      Net sales                                 $   436,692      $   274,062

Operating expenses:
      Cost of sales and product development         251,479          217,220
      Research and development                      156,798          253,208
      Sales and marketing                           586,107          604,782
      General and administrative                    429,049          234,758
                                                -----------      -----------
Operating loss                                     (986,741)      (1,035,906)

Other income:
      Interest income                                 5,877           13,905
                                                -----------      -----------
Net loss                                        $  (980,864)     $(1,022,001)
                                                ===========      ===========
Net loss per share - Basic and diluted          $     (0.11)     $     (0.14)
                                                ===========      ===========
Weighted average number of shares
      outstanding - basic and diluted             8,662,926        7,250,916
                                                ===========      ===========
</TABLE>

The accompanying notes are an integral part of these unaudited financial
statements.

                                       3

<PAGE>
                                  Medwave, Inc.

                            Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                               Five months ended September 30,
                                                                               -------------------------------
                                                                                   2003              2002
                                                                                -----------      -----------
<S>                                                                            <C>               <C>
OPERATING ACTIVITIES
Net loss                                                                        $  (980,864)     $(1,022,001)
Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                  11,392           21,412
      Changes in operating assets and liabilities:
         Accounts receivable                                                         62,115          181,959
         Inventories                                                               (134,188)         (11,719)
         Prepaid expenses                                                            49,883           88,110
         Accounts payable                                                            70,200          (46,683)
         Accrued expenses                                                           (34,509)         (38,874)
         Deferred revenue                                                              (765)           1,531
                                                                                -----------      -----------
Net cash used in operating activities                                              (956,736)        (826,265)

INVESTING ACTIVITIES

Purchase of property and equipment                                                  (25,302)          (1,935)
                                                                                -----------      -----------
Net cash used in investing activities                                               (25,302)          (1,935)
                                                                                -----------      -----------

FINANCING ACTIVITIES

Proceeds from issuance of common stock                                               79,037               --
                                                                                -----------      -----------
Cash provided by financing activities                                                79,037               --
                                                                                -----------      -----------

Decrease in cash and cash equivalents                                              (903,001)        (828,200)
Cash and cash equivalents at beginning of period                                  2,597,649        3,048,051
                                                                                -----------      -----------
Cash and cash equivalents at end of period                                      $ 1,694,648      $ 2,219,851
                                                                                ===========      ===========
</TABLE>


The accompanying notes are an integral part of these unaudited financial
statements.

                                       4
<PAGE>
                                  Medwave, Inc.

                     Notes To Unaudited Financial Statements

                               September 30, 2003

1.       BASIS OF PRESENTATION

         The accompanying unaudited condensed financial statements of Medwave,
         Inc. have been prepared in accordance with accounting principles
         generally accepted in the United States of America ("United States")
         for interim financial information and with the instructions to Form
         10-Q and Article 10 of Regulation S-X promulgated under the Securities
         Exchange Act of 1934. Accordingly, they do not include all of the
         information and disclosures required by accounting principles generally
         accepted in the United States for complete financial statements. In the
         opinion of management, all adjustments, consisting only of normal
         recurring adjustments, necessary for a fair presentation of the
         financial information have been included for the interim periods
         presented. The preparation of financial statements in conformity with
         accounting principles generally accepted in the United States requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements, and the
         reported amounts of revenues and expenses during the reported period.
         Actual results could differ from those estimates. Operating results for
         interim periods are not necessarily indicative of results that may be
         expected for the entire fiscal year. Accordingly, these interim period
         condensed financial statements should be read in conjunction with the
         financial statements contained in the Company's Annual Report on Form
         10-K, for the year ended April 30, 2003.

         In May of 2003, the board of directors changed the Company's fiscal
         year from May 1-April 30 to October 1-September 30. In addition, on
         August 1, 2003, the Company completed a reorganization in which the
         Company's state of incorporation was changed from Minnesota to
         Delaware.

2.       STOCKHOLDERS' EQUITY

         A summary of changes in stockholders' equity for the five months ended
         September 30, 2003 is as follows:


<TABLE>
<CAPTION>
                                                    COMMON STOCK             ACCUMULATED
                                               SHARES          AMOUNT           DEFICIT            TOTAL
                                               ------          ------           -------            -----
        <S>                                  <C>           <C>              <C>               <C>
         Balance at April 30, 2003            8,650,916     $ 23,449,114     $(20,570,140)     $  2,878,974
         Exercise of Stock Options               93,750           79,037               --            79,037
         Net Loss                                    --               --         (980,864)         (980,864)
         Balance at September 30, 2003        8,744,666     $ 23,528,151     $(21,551,004)     $  1,977,147
</TABLE>


         Shareholder Rights Agreement

         On September 29, 2003, the Company adopted a shareholder rights
         agreement in order to obtain maximum value for shareholders in the
         event that a person or group of affiliated persons obtain 15% or more
         of the outstanding shares of common stock. To implement the agreement,
         Medwave issued a dividend of one right for each share of its common
         stock held by shareholders of record as of the close of business on
         September 30, 2003.

         Each right initially entitles shareholders to purchase one share of
         Medwave's common stock for $50. However, the rights are not immediately
         exercisable and will become exercisable only if certain events occur as
         discussed above. The rights expire September 30, 2013. The Company, at
         its option, also holds certain redemption privileges related to the
         rights as described in the agreement.


                                        5
<PAGE>
3.       RECENT ACCOUNTING PRONOUNCEMENTS

         In May 2003, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards No. 150, "Accounting for
         Certain Financial Instruments with Characteristics of Both Liabilities
         and Equity" ("SFAS 150"). SFAS No. 150 provides guidance on how an
         entity classifies and measures certain financial instruments with
         characteristics of both liabilities and equity. It requires that an
         issuer classify a financial instrument that is within its scope as a
         liability (or an asset in some circumstances), because that instrument
         represents an obligation. Many of these instruments were previously
         classified as equity. SFAS 150 is effective for financial instruments
         entered into or modified after May 31, 2003, and otherwise is effective
         at the beginning of the first interim period beginning after June 15,
         2003. The Company does not believe the adoption of SFAS 150 will have a
         material effect on the Company's operations, financial position or cash
         flows.

4.       NET LOSS PER SHARE

         Net loss per share is based on the weighted average number of common
         shares outstanding in each year. Diluted earnings per share (EPS) is
         similar to basic EPS, except that the weighted average of common shares
         outstanding is increased to include the additional common shares that
         would have been outstanding if the potential dilutive common shares,
         consisting of shares of those stock options and warrants for which
         market price exceeds exercise price, had been issued. Such common
         equivalent shares are excluded from the calculation of diluted EPS in
         loss years, as the impact is antidilutive. Therefore, there was no
         difference between basic and diluted EPS for each period presented. The
         number of common equivalent shares excluded from the calculation was
         3,202,200 as of September 30, 2003.

5.       REINCORPORATION

         In August of 2003, the Company completed its reincorporation into the
         State of Delaware. All assets and liabilities of the Company as
         originally organized in the state of Minnesota have been assumed by the
         newly formed Delaware Corporation. Each share of common stock issued
         and outstanding immediately prior to the re-incorporation was converted
         into one share of common stock of the newly formed corporation. The
         Company's name remains Medwave, Inc.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. From time to time, information
provided by the Company or statements made by our directors, officers or
employees may contain" "forward-looking" information subject to numerous risks
and uncertainties. Statements made in this report that are stated as
expectations, plans, anticipations, prospects or future estimates or which
otherwise look forward in time are considered "forward-looking statements" and
involve a variety of risks and uncertainties, known and unknown, which are
likely to affect the actual results. The following factors, among others, as
well as factors discussed in the Company's other filings with the SEC, have
affected and, in the future, could affect the Company's actual results:
resistance to the acceptance of new medical products, the market acceptance of
the Vasotrac system, the Vasotrax hand-held unit, or other products of the
Company, hospital budgeting cycles, the possibility of adverse or negative
commentary from clinical researchers or other users of the Company's products,
the Company's success in creating effective distribution channels for its
products, the Company's ability to scale up its manufacturing process, and
delays in product development or enhancement or regulatory approval.
Consequently, no forward-looking statement can be guaranteed and actual results
may vary materially.

This discussion summarizes the significant accounting policies, accounting
estimates and other significant factors affecting the liquidity, capital
resources and results of operations of the Company for the five-month periods


                                       6
<PAGE>
ended September 30, 2003 and 2002. This discussion should be read in
conjunction with the financial statements and other financial information
included in our April 30, 2003 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.

GENERAL

Medwave currently employs twenty-four (24) employees, three of whom are part
time. Since our inception, we have been engaged exclusively in the development
of devices for monitoring and measuring blood pressure.

Blood pressure or, more precisely, arterial pressure, is the pressure that the
blood exerts against the interior of the arterial walls. The level of the
pressure depends upon the strength of the heart's contraction, the volume of
blood in the circulatory system, the elasticity of the arteries, and the degree
of capillary constriction impeding circulation. During the heart's relaxation
phase, (the diastole), blood pressure falls. When the heart muscle contracts,
(the systole), blood pressure rises. Clinically, blood pressure is commonly
reported as three different values. Systolic and diastolic pressures are the
maximum and minimum pressures during a single cardiac cycle, respectively.
Systolic pressure is also often referred to as contracting pressure, when the
heart muscle is contracting and pumping blood through the blood vessels of the
body. Diastolic pressure is also often referred to as the resting or relaxation
pressure of the heart muscle. Mean pressure is the average pressure during the
cardiac cycle.

Blood pressure and changes in blood pressure are critical indicators of the
health and performance of the body's cardiovascular system. Blood pressure
varies with age and by gender, such that young adults tend to have lower blood
pressures than older adults, and men tend to have higher blood pressures than
women of the same age. Even in healthy bodies, blood pressure normally
fluctuates during the day. For example, exercise, emotion, and exposure to the
cold tend to cause blood pressure to rise, while it falls in instances of
warmth, fainting, hemorrhage, and certain diseases. All hospital patients
require measurement of their blood pressure and many surgical or critically ill
patients require frequent or continual monitoring of their blood pressure.
Continual monitoring of blood pressure is important for patients in operating
rooms, surgical recovery rooms, intensive care units, emergency departments and
other critical care sites because of the acuteness of these patients' conditions
and rapidity with which their conditions can deteriorate. Trend information
obtained from successive blood pressure measurements plays an important role in
the diagnosis, prognosis, and treatment of diseases. Blood pressure is one vital
sign that is measured in every clinical location of the healthcare spectrum,
including a patient's own home environment. It is estimated that approximately
25 million people in the United States are measuring their personal blood
pressure each day.

Medwave Inc. develops, manufactures, and distributes non-invasive blood pressure
products. Its Vasotrax(R) Hand Held Monitor, the Vasotrac(R) APM205A NIBP
Monitor, and the MJ23 OEM Module are new approaches to non-invasive blood
pressure monitoring. Medwave has received the necessary regulatory clearances to
market its technology in Europe, Asia, and the United States. Medwave is
ISO13485/ISO9001/MDD93/42/EEC certified, and all of its products are CE marked.

RECENT DEVELOPMENTS

In September, 2003, Medwave signed an agreement with Novation, the leading
supply chain management company in healthcare, to offer our sensor-based blood
pressure measurement solutions to the more than 2,300 health care organizations
that purchase supplies through Novation. This one-year contract covers our
Vasotrac and Vasotrax technology.


                                       7
<PAGE>
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Medwave's financial statements and accompanying notes are prepared in accordance
with accounting principles generally accepted in the United States of America
(U.S. GAAP). Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. Critical accounting policies
for Medwave include revenue recognition, stock-based compensation, impairment of
long-lived assets, and allowance for doubtful accounts.

Revenue Recognition

The Company recognizes revenue upon product shipment, provided there exists
persuasive evidence of an arrangement, the fee is fixed or determinable, and
collectibility of the related receivable is reasonably assured.

Stock-Based Compensation

The Company follows Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), and related interpretations in accounting
for its stock options. Under APB 25, when the exercise price of stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.

As discussed above, the Company has elected to follow APB No. 25, and related
Interpretations in accounting for employee stock options and has adopted the
disclosure provisions of FASB Statement No. 123, Accounting for Stock-Based
Compensation (Statement 123), relating to the fair value method of accounting
for stock options.

Pro forma information regarding net loss and loss per share is required by
Statement 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of Statement 123. The fair
value for these options was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions for 2003 and
2002: risk-free interest rates of 3.96% and 4.65% for the periods ending
September, 2003 and 2002, respectively; dividend yield of 0%; volatility factor
of the expected market price of the Company's common stock of 1.60 and .64,
respectively, and a weighted average expected life of the option of five years.

The Company granted options to purchase 500,500 shares and 242,000 shares during
the periods ended September 30, 2003 and 2002 respectively.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period. The Company's pro
forma information is as follows:


<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30
                                                                2003              2002
                                                             -----------      -----------
<S>                                                          <C>              <C>
Net loss as reported                                         $  (980,864)     $(1,022,001)
Add:  Stock-based employee compensation expense included
  in reported net loss                                                --               --
Deduct:  Total stock-based employee compensation
  determined under fair value method for all awards             (143,168)        (201,995)
                                                             -----------      -----------
Pro forma net loss                                           $(1,124,032)     $(1,223,996)
                                                             ===========      ===========
Basis and diluted loss per share
  As reported                                                $     (0.11)     $     (0.14)
  Pro forma                                                  $     (0.13)     $     (0.17)
</TABLE>


                                       8
<PAGE>
Impairment of Long-Lived Assets

The Company will record impairment losses on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms. The
Company reviews accounts receivable on a monthly basis to determine if any
receivables will potentially be uncollectible. The Company includes any reserves
for specific accounts receivable balances that are determined to be
uncollectible, along with a general reserve, in the overall allowance for
doubtful accounts. After all attempts to collect a receivable have failed, the
receivable is written off against the allowance. Based on the information
available, the Company believes the allowance for doubtful accounts as of
September 30, 2003 is adequate. However, actual write-offs may exceed the
recorded allowance.

RESULTS OF OPERATIONS

The results of operations compares the five months ended September 30, 2003 and
2002. The analysis of liquidity and capital resources compares September 30,
2003 to April 30, 2003.

Operating revenue was $436,700 and $274,100 for the five-month periods ended
September 30, 2003 and 2002, respectively, an increase of 59%. We believe these
increased sales are attributable to our use of an increased number of direct
sales employees. In addition, during the 2003 period, we shipped and generated
sales from our MJ23 OEM Module. Also, during the five-month period ended
September 30, 2003, we received one large order from our distributor
representing Kuwait and other Gulf Cooperative Countries. This order was for 30
Vasotrac monitors and several Vasotrax hand-held monitors sold to the Kuwait
Ministry of Health.

Cost of sales and product development was $251,500 and $217,200 for the
five-month periods ended September 30, 2003 and 2002, respectively, an increase
of 16%. This change is attributed to an increase in sales with more efficient
inventory management.

The Company incurred $156,800 and $253,200 for research and development expenses
for the five-month periods ended September 30, 2003 and 2002 respectively, a
decrease of 38%. The decrease continues to reflect the shift in focus from
research and development to sales and marketing, resulting in a decrease for the
need of outside consulting services, which had cost the Company approximately
$130,000 for the five months ending September 30, 2002.

The Company incurred $586,100 and $604,800 for sales and marketing expenses for
five-month periods ended September 30, 2003 and 2002, respectively, a decrease
of 3%. Salaries increased due to the increase in sales employees. This increase
was partially offset by a decrease in travel expenses of approximately $30,000.

The Company incurred $429,000 and $234,800 for general and administrative
expenses for the five-month periods ended September 30, 2003 and 2002,
respectively, an increase of 83%. The increase in general and administrative
expenses was attributable to an increase in legal costs associated with activity
surrounding our re-incorporation into Delaware, as well as the adoption of a
shareholder rights plan. Also, outside services increased due to the adoption of
the shareholder rights plan and placement fees for several new sales employees.

Interest income was $5,900 and $13,900 for the five-month period ended September
30, 2003 and 2002, respectively. The decrease reflects the reduction in cash,
and cash equivalents balances and declining interest rates.


                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, and cash equivalents were $1,694,648 and $2,597,649 at
September 30, 2003 and April 30, 2003, respectively reflecting the continued
investment in sales and marketing.

With the cash and cash equivalents, the Company believes that sufficient
liquidity is available to satisfy its working capital needs through September
30, 2004. As of the date of this report, the Company has no significant capital
expenditure commitments.

Cash flows used in operations increased to $956,700 for the five-month period
ended September 30, 2003 from $826,300 for the five-month period ended September
30, 2002, an increase of $130,400. In both periods, we used cash flows to fund
operating losses, which were partially offset by non-cash expense for
depreciation. The use of cash in operations for the five-month period ended
September 30, 2003 included an increase in inventory and an increase in accounts
payable due to the significant increase in General and Administrative expenses
for the period. The use of cash in operations for the five-month period ended
September 30, 2002 included decreases in accounts receivable and prepaid
expenses offset by decreases in accounts payable and accrued expenses.

Financing activities provided $79,037 from the exercise of stock options for
five-month period ended September 30, 2003, and nothing for the five-month
period ended September 30, 2002.

CONTRACTUAL OBLIGATIONS

The following summarizes our contractual obligations at September 30, 2003 and
the effect these contractual obligations are expected to have on our liquidity
and cash flows in future periods.


<TABLE>
<CAPTION>
                                                               PAYMENTS DUE BY PERIOD
                                                     -----------------------------------------
                                                     TOTAL         1 YEAR OR LESS    1-3 YEARS
                                                     -----         --------------    ---------
<S>                                                  <C>           <C>               <C>
Operating lease commitments .....................    $64,646           $57,641         $7,005
</TABLE>



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934,
the Company has evaluated, with the participation of management, including the
Chief Executive Officer (who is also the Company's acting Chief Financial
Officer), the effectiveness of its disclosure controls and procedures as of the
end of the period covered by this report. Based on such evaluation, the Chief
Executive Officer has concluded that such disclosure controls and procedures are
effective in ensuring that material information relating to the Company is made
known to the certifying officer by others within the Company during the period
covered by this report.

From time to time, the Company reviews the disclosure controls and procedures,
and may from time to time make changes aimed at enhancing their effectiveness
and to ensure that the Company's systems evolve with its business. There was no
change in the Company's internal control over financial reporting that occurred
during the five-month period ended September 30, 2003 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                       10
<PAGE>
PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS:

<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>               <C>
31.1              Certification of the principal executive officer and principal
                  financial officer, pursuant to rule 13a - 14(a), as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1              Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


         (B)      REPORTS ON FORM 8K:

                  (1)      Form 8-K filed on May 21, 2003 relating to change in
                           the Company's independent accountant.

                  (2)      Form 8-K/A filed on May 27, 2003 relating to a change
                           in the Company's independent accountant.

                  (3)      Form 8-K filed on May 30, 2003 relating to a change
                           in the Company's fiscal year end.

                  (4)      Form 8-K filed on September 16, 2003 relating to
                           earnings press release for the quarterly period ended
                           July 31, 2003.


                                       11


<PAGE>
                                   SIGNATURES

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






Date: November 14, 2003            Medwave, Inc.


                                   By:   /s/ Timothy J. O'Malley
                                         ---------------------------------------
                                         Timothy J. O'Malley
                                         President and Chief Executive Officer
                                         (Principal Executive Officer and
                                         Principal Financial Officer)


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