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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-KSB
  ANNUAL
    REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
  For the
    fiscal year ended December 31, 2007
  Commission
    file
    number: 0-28288
      Cardiogenesis
    Corporation
 (Name of small business issuer
    in its charter)
  California(State or other jurisdiction
    of
    incorporation or organization)

77-0223740(I.R.S. Employer
    Identification Number)11 Musick, Irvine, CA(Address of principal
    executive offices)

92618Zip
    Code   (949) 420-1800
 (Issuers telephone number)
      Securities registered under Section 12(g) of the
    Exchange Act:
  Common Stock, no par value
 (Title of Class)
      o
    þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  Rule 12b-2
  o þ
        DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-KSB:
    o þ




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##### 





INDEX TO
    FORM 10-KSB
   
 PagePART IItem 1.


Description of Business


1Item 2.


Description of Property


21Item 3.


Legal Proceedings


22PART IIItem 5.


Market for Common Equity and Related Shareholder
    Matters and Small Business Issuer Purchases of Equity
    Securities


22Item 6.


Managements Discussion and Analysis or Plan
    of Operation


23Item 7.


Financial Statements


31Item 8.


Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


31Item 8A(T)


Controls and Procedures


31Item 8B.


Other Information


32PART IIIItem 9.


Directors, Executive Officers, Promoters, Control
    Persons and Corporate Governance; Compliance With
    Section 16(a) of the Exchange Act


32Item 10.


Executive Compensation


32Item 11.


Security Ownership of Certain Beneficial Owners
    and Management and Related Shareholder Matters


32Item 12.


Certain Relationships and Related Transactions,
    and Director Independence


32Item 13.


Exhibits


32Item 14.


Principal Accountant Fees and Services


35Signatures


36Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I Item 1.  Description
    of Business.  This Annual Report on
    Form 10-KSB
    contains forward-looking statements within the meaning of
    Section 27A of the Securities Act and Section 21E of
    the Exchange Act, that are based on the beliefs of our
    management as well as assumptions made by and information
    currently available to us. When we use the words
    believe, plan, will likely
    result, expect, intend, will
    continue, is anticipated,
    estimate, project, may,
    could, would, should, and
    similar expressions in this
    Form 10-KSB
    as they relate to us or our management, we are intending to
    identify forward-looking information statements. These
    statements reflect our current views with respect to expected
    future plans, initiatives, operating conditions and other
    potential events and are subject to certain risks, assumptions,
    and uncertainties. The statements contained herein that are not
    purely historical are forward-looking statements including
    without limitation statements regarding our expectations,
    beliefs, intentions or strategies regarding the future. Such
    statements include information contained in this
    Form 10-KSB
    regarding pending legal proceedings and the results thereof as
    well as any statements regarding our future product development,
    governmental or other regulatory approval prospects and related
    matters. All forward-looking statements included in this
    document or incorporated by reference herein are based on
    information available to us on the date hereof, and we assume no
    obligation to update any such forward-looking statements. Our
    actual results could differ materially from those anticipated in
    these forward-looking statements as a result of certain factors,
    including those set forth in Risk Factors below.
  Business
    Overview
       1




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Background
  and/or
             2




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The TMR
    Procedure
    Business
    Strategy
    
    Expand Market for our Products.  We are seeking
    to expand market awareness of our products among opinion leaders
    in the cardiovascular field, the referring physician community
    and the targeted patient population. To achieve this goal, we
    have expanded the number of sales territories and added clinical
    specialists to our sales force to increase awareness of TMR. We
    continue to expand our physician training programs, including
    training for our recently approved Robotic delivery system.
    Add Innovative New Technology to our Product
    Offering.  Our focus is to add innovative new
    tools to help address ischemia associated with advanced
    cardiovascular disease. We are committed to growing the TMR
    business with new product initiatives including our minimally
    invasive handpieces for robotic assisted and thoracoscopic TMR,
    and the Phoenix Combination Delivery System. The pre market
    approval (PMA) supplement for the PEARL 5.0 Robotic
    handpiece was approved by the FDA in November 2007. The IDE
    study for the 8.0 thoracoscopic handpiece is ongoing. The
    Phoenix Combination Delivery System combines the delivery of TMR
    with biologic or pharmacologic therapeutic agents. This advanced
    system is CE Mark approved.
    Leverage Proprietary Technology.  We believe
    that our significant expertise in laser and surgical based
    systems for the treatment of ischemia related to advanced
    cardiovascular disease and the proprietary technologies we have
    developed are important factors in our efforts to demonstrate
    the safety and effectiveness of our procedures. We are seeking
    to develop additional proprietary technologies and maintain
    multiple U.S. and foreign patents and have multiple
    U.S. patent applications pending relating to various
    aspects of cardiovascular related devices and therapies.  Products
    and Technology
  TMR
    System
     3




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SolarGen 2100s laser system.
  TMR 2000 laser system.
  SoloGrip III.
  PEARL 5.0 Robotic handpiece.
  New
    Product Pipeline
  PEARL Thoracoscopic 8.0 Minimally Invasive Delivery
    System.
  Phoenix Combination Delivery System.
  PMC
    System
   4




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Regulatory
    Status
  United States.
      European Union.
  Sales and
    Marketing
     5




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Research
    and Development
      Manufacturing
      Competition
   6




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Government
    Regulation
     7




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8




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Intellectual
    Property Matters
       9




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Third
    Party Reimbursement
       10




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Product
    Liability and Insurance
    Employees
    Executive
    Officers
    Name

Age

PositionRichard P. Lanigan


48


PresidentWilliam R. Abbott


51


Senior Vice President, Chief Financial Officer, Secretary and
    Treasurer   Richard P. Lanigan
 11




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William R. Abbott Coca-Cola
  Risk
    Factors
    Our
    ability to maintain current operations is dependent upon
    achieving profitable operations or obtaining financing in the
    future.
      Our
    ability to maintain revenues and operating income and achieve
    growth in sales and operating income in the future is dependent
    upon commercial acceptance of our products by healthcare
    providers.
  and/or
  
    if commercial adoption of our TMR laser systems by healthcare
    providers in the United States declines;
    if we are unable to achieve approval and commercialization of
    additional new products or therapies; and
    for an uncertain period of time after such approvals are
    obtained.  We may
    not be able to successfully market our products if third party
    reimbursement for the procedures performed with our products is
    not available for our health care provider
    customers.
   12




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If we
    pursue FDA approval of our PMC laser system, we may fail to
    obtain required regulatory approvals in the United States to
    market our PMC laser system.
       13




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We may
    fail to obtain required regulatory approvals in the United
    States to market our new minimally invasive Thoracoscopic
    handpiece.
    In the
    future, the FDA could restrict the current uses of our TMR
    product and thereby restrict our ability to generate
    revenues.
    We
    must comply with FDA manufacturing standards or face fines or
    other penalties including suspension of
    production.
    
    fines, injunctions, and civil penalties;
    recalls or seizures of products;
    total or partial suspensions of production; and
    criminal prosecutions.   14




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We may
    fail to comply with international regulatory requirements and
    could be subject to regulatory delays, fines or other
    penalties.
    
    delays in receipt of, or failure to receive, foreign regulatory
    approvals or clearances;
    the loss of previously obtained approvals or clearances; or
    the failure to comply with existing or future regulatory
    requirements.      We may
    not be able to meet future product demand on a timely basis and
    may be subject to delays and interruptions to product shipments
    because we depend on single source third party suppliers and
    manufacturers.
      
    if materials and products obtained from outside suppliers and
    manufacturers will always be available in adequate quantities to
    meet our future needs; or
    whether replacement suppliers
    and/or
    manufacturers can be qualified on a timely basis if our current
    suppliers
    and/or
    manufacturers are unable to meet our needs for any reason. 15




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Expansion
    of our business may put added pressure on our management and
    operational infrastructure affecting our ability to meet any
    increased demand for our products and possibly having an adverse
    effect on our operating results.
    
    the dependence on the growth of the market for our currently
    approved and reimbursed products;
    our ability to successfully expand sales to potential customers
    and increasing clinical adoption of the TMR procedure;
    domestic and international regulatory developments;
    rapid technological change;
    the highly competitive nature of the medical devices
    industry; and
    the risk of entering emerging markets in which we have limited
    or no direct experience.    Our
    operating results are expected to fluctuate and
    quarter-to-quarter comparisons of our results may not indicate
    future performance.
    Potential
    acquisitions or strategic relationships may be more costly or
    less profitable than anticipated and may adversely affect the
    price of our company stock.
    Our
    stock is currently listed on the Pink Sheets which may have an
    unfavorable impact on our stock price and
    liquidity.
   16




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Penny
    stock regulations may impose certain restrictions on
    marketability of our stock.
    The
    price of our common stock may fluctuate significantly, which may
    result in losses for investors.
    
    actual or anticipated variations in our quarterly operating
    results;
    the timing and amount of conversions and subsequent sales of
    common stock issuable upon exercise of outstanding options and
    warrants;
    announcements of technological innovations or new products or
    services by us or our competitors;
    announcements relating to strategic relationships or
    acquisitions;
    additions or terminations of coverage of our common stock by
    securities analysts;
    statements by securities analysts regarding us or our industry;
    conditions or trends in the medical device industry;
    the lack of liquidity in the market for our common
    stock; and
    changes in the economic performance
    and/or
    market valuations of other medical device companies.    We
    face competition from products of our competitors which could
    limit market acceptance of our products and render our products
    obsolete.
   17




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
    are more effective than our products;
    are more effectively marketed than our products; or
    may render our products or technology obsolete.    
    develop products;
    complete clinical testing and regulatory approval processes;
    obtain third party reimbursement acceptance; and
    supply adequate quantities of the product to the market.  Third
    party intellectual property rights may limit the development and
    protection of our intellectual property, which could adversely
    affect our competitive position.
    
    obtain patent protection for our products and processes;
    preserve our trade secrets and proprietary technology; and
    operate without infringing upon the patents or proprietary
    rights of third parties.      We
    have been named as a defendant in a patent infringement lawsuit
    and costly litigation may be necessary to protect or defend our
    intellectual property rights.
    Form 10-KSB,
 18




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
    enforce our issued patents;
    protect our trade secrets or know-how; or
    determine the enforceability, scope and validity of the
    proprietary rights of others.    
    subject us to significant liabilities to third parties;
    require us to seek licenses from third parties;
    prevent us from selling our products in certain markets or at
    all; or
    require us to modify our products.        We
    rely on patent and trade secret laws, which are complex and may
    be difficult to enforce.
      
    have not developed or will not develop similar products;
    will not duplicate our products; or
    will not design around any patents issued to or licensed by us.    
    others did not first file applications for inventions covered by
    our pending patent applications; or
    we will not infringe any patents that may issue to others on
    such applications.  We may
    suffer losses from product liability claims if our products
    cause harm to patients.
   19




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Our
    insurance may be insufficient to cover product liability claims
    against us.
        We
    depend heavily on key personnel and turnover of key employees
    and senior management could harm our business.
    Future
    sales of our common stock could lower our stock
    price.
      Provisions
    of our certificate of incorporation as well as our rights
    agreement could discourage potential acquisition proposals and
    could deter or prevent a change of control.
   20




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Changes
    in, or interpretations of, accounting rules and regulations
    could result in unfavorable accounting charges.
    Our
    internal controls over financial reporting may not be effective,
    which could have a significant and adverse effect on our
    business.
      Item 2.
    Description
    of Property   21




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Item 3.
    Legal
    Proceedings.  No. 1.08-cv-10285)
   PART II Item 5.  Market
    for Common Equity and Related Shareholder Matters.    write-up,
  2006

High


LowFirst Quarter

$
0.61


$
0.33Second Quarter

$
0.59


$
0.16Third Quarter

$
0.50


$
0.35Fourth Quarter

$
0.45


$
0.27   2007

High


LowFirst Quarter

$
0.41


$
0.25Second Quarter

$
0.35


$
0.21Third Quarter

$
0.31


$
0.17Fourth Quarter

$
0.38


$
0.21      22




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Equity
    Compensation Plan Information
    (a)


(b)


(c)


(d)Number of SecuritiesRemaining Available forNumber of Securities





Issuance Under Equityto be Issued


Weighted Average


Compensation PlansUpon Exercise of


Exercise Price of


(Excluding


Total of SecuritiesOutstanding Options,


Outstanding Options,


Securities Reflected


Reflected in ColumnsPlan Category

Warrants and Rights


Warrants and Rights


in Column (a))


(a) and(c)Stock Option Plans Approved by Shareholders(1)


3,076,000


$
0.81



5,237,000



8,313,000Employee Stock Purchase Plan Approved by Shareholders(2)










267,743



267,743Equity Compensation Plans Not Approved by Shareholders(3)


6,015,000


$
0.94



N/A



6,015,000Total


9,091,000


$
0.88



5,504,743



14,595,743     (1)
    
    Consists of the Cardiogenesis Corporation Stock Option Plan and
    Director Stock Option Plan.(2)
    
    Consists of the Cardiogenesis Corporation Employee Stock
    Purchase Plan. The Employee Stock Purchase Plan enables
    employees to purchase the Companys common stock at a 15%
    discount to the lower of market value at the beginning or end of
    each six month offering period. As such, the number of shares
    that may be issued pursuant to the Employee Stock Purchase Plan
    during a given six month period and the purchase price of such
    shares cannot be determined in advance.(3)
    
    Consists of 275,000 shares of common stock subject to
    warrants having exercise prices ranging from $0.35 to $0.44 per
    share issued to a lender in connection with a canceled credit
    facility, 3,100,000 shares of common stock subject to
    warrants having an exercise price of $1.37 issued to investors
    in connection with a private equity offering, and
    2,640,000 shares of common stock subject to warrants having
    an exercise price of $0.50 per share issued to a lender in
    connection with a secured convertible note financing transaction.For a complete description of the Companys equity
    compensation plans, please refer to Note 9 of our audited
    financial statements as of December 31, 2007, which are
    filed herein.  Item 6.
    Managements
    Discussion and Analysis or Plan of Operation.  Form 10-KSB.
 23




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Overview
          Results
    of Operations
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Net
    Revenues
         24




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Gross
    Profit
    Research
    and Development
    Salaries
    and Employee Benefits
   25




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Sales,
    General and Administrative
          Other
    Income (Expense)
    Years Ended December 31,2007


2006($ In thousands)Interest expense  Secured Convertible Term Note

$
(51
)

$
(241
)Interest expense  Secured Convertible Term Note
    prepayment penalty






(483
)Interest expense  other


(18
)


(57
)Interest income


120



132Gain on insurance settlement






70Loss on disposal of assets


(2
)


(111
)Non  cash interest expense  Accretion of
    discount on Note


(72
)


(667
)Non  cash interest expense  Amortization
    of debt issuance costs relating to the Note


(17
)


(164
)Change in fair value of derivatives


(376
)


613Change in fair value of warrants


151



407Total other expense, net

$
(265
)

$
(501
)  26




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Liquidity
    and Capital Resources
                 27




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Critical
    Accounting Policies and Estimates
      Revenue
    Recognition:
        Accounting for Leases, Determining Contingent Rentals,
  No. 00-21, Revenue Arrangements with Multiple Deliverables.
 28




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Accounts
    Receivable:
    Inventories:
  first-in,
  Valuation
    of Long-lived Assets:
    Income
    Taxes:
    Stock-Based
    Compensation.
  Accounting for Stock Based
    Compensation No. 96-18, Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring, or in Conjunction with Selling,
    Goods and Services.
  Accounting for Stock
    Issued to Employees
 29




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Share-Based Payment
  Recently
    Issued Accounting Standards
  Fair Value
    Measurements
  The Fair Value Option for Financial
    Assets and Financial Liabilities Accounting for
    Certain Investments in Debt and Equity Securities
  No. 07-3, No. 07-3). No. 07-3 No. 07-3 No. 07-3 No. 07-3
 30




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Item 7.
    Financial
    Statements    Item 8.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 8A(T).
    Controls
    and Procedures.  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
    Changes
    in Internal Control Over Financial Reporting
    Inherent
    Limitations on Internal Control
   31




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Item 8B.
    Other
    Information.   PART III  Item 9.
    Directors,
    Executive Officers, Promoters, Control Persons and Corporate
    Governance; Compliance With
    Section 16(a)
    of the Exchange Act.    Item 10.
    Executive
    Compensation.    Item 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters.    Equity
    Compensation Plan Information
  Form 10-KSB
  Item 12.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 13.
    Exhibits.  EXHIBIT INDEX
  Exhibit No.

Description3
.1.1(1)

Restated Articles of Incorporation, as filed with the California
    Secretary of State on May 1, 19963
.1.2(2)

Certificate of Amendment of Restated Articles of Incorporation,
    as filed with California Secretary of State on July 18, 20013
.1.3(3)

Certificate of Determination of Preferences of Series A
    Preferred Stock, as filed with the California Secretary of State
    on August 23, 20013
.1.4(4)

Certificate of Amendment of Restated Articles of Incorporation,
    as filed with the California Secretary of State on
    January 23, 2004 32




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Exhibit No.

Description3
.2(5)

Amended and Restated Bylaws4
.1(6)

Third Amendment to Rights Agreement, dated October 26,
    2004, between the Company and Equiserve Trust Company N.A.4
.2(7)

Second Amendment to Rights Agreement, dated as of
    January 21, 2004, between Cardiogenesis Corporation and
    EquiServe Trust Company, N.A., as Rights Agent4
.3(8)

First Amendment to Rights Agreement, dated as of
    January 17, 2002, between Cardiogenesis Corporation and
    EquiServe Trust Company, N.A., as Rights Agent4
.4(9)

Rights Agreement, dated as of August 17, 2001, between
    Cardiogenesis Corporation and EquiServe Trust Company,
    N.A., as Rights Agent4
.5(10)

Securities Purchase Agreement, dated as of January 21,
    2004, by and among Cardiogenesis Corporation and each of the
    investors identified therein4
.6(11)

Registration Rights Agreement, dated as of January 21,
    2004, by and among Cardiogenesis Corporation and the investors
    identified therein4
.7(12)

Form of Common Stock Purchase Warrant, dated January 21,
    2004, having an exercise price of $1.37 per share4
.8(13)

Securities Purchase Agreement, dated October 26, 2004,
    between the Company and Laurus Master Fund, Ltd.4
.9(14)

Registration Rights Agreement, dated October 26, 2004,
    between the Company and Laurus Master Fund, Ltd.4
.10(15)

Common Stock Purchase Warrant, dated October 26, 2004, in
    favor of Laurus Master Fund, Ltd.10
.1(16)*

Form of Indemnification Agreement by and between the Company and
    each of its officers and directors10
.2(17)*

Stock Option Plan, as amended and restated July 200510
.3(18)*

Director Stock Option Plan, as amended and restated July 200510
.4(19)*

Employee Stock Purchase Plan, as amended and restated July 200510
.5(20)

Lease for the Companys executive offices in Irvine,
    California10
.6(21)*

401(k) Plan, as restated January 1, 200510
.8(22)*

Description of the Stock Option Plan10
.9(23)*

Description of the Director Stock Option Plan10
.10(24)*

Form of Stock Option Agreement for Executive Officers under the
    Stock Option Plan10
.11(25)*

Form of Grant Notice under the Stock Option Plan10
.12(26)*

Form of Stock Option Agreement for Directors under the Director
    Stock Option Plan10
.13(27)*

Form of Grant Notice under the Director Stock Option Plan10
.14(28)*

Settlement Agreement and General Release between the Registrant
    and Michael J. Quinn, dated October 24, 200610
.15(29)*

Summary of Director Compensation10
.16(30)*

Employment Agreement between the Registrant and Richard Lanigan10
.17(31)*

Employment Agreement between the Registrant and William Abbott21
.1(32)

List of Subsidiaries23
.1(32)

Consent of KMJ Corbin & Company LLP31
.1(32)

Certification of the President pursuant to
    Rule 13a-14(a)
    of Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 33




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Exhibit No.

Description31
.2(32)

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1(32)

Certifications of the President and Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract, compensatory plan or arrangement(1)
    
    Incorporated by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-1/A
    (File
    No. 33-03770),
    filed May 21, 1996(2)
    
    Incorporated by reference to Exhibit 3.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed on August 14, 2001(3)
    
    Incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 20, 2001(4)
    
    Incorporated by reference to Exhibit 3.1.4 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 10, 2004(5)
    
    Incorporated by reference to Exhibit 3.2 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 10, 2004(6)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(7)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed January 26, 2004(8)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed January 18, 2002(9)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed August 20, 2001(10)
    
    Incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(11)
    
    Incorporated by reference to Exhibit 4.5 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(12)
    
    Incorporated by reference to Exhibit 4.6 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(13)
    
    Incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(14)
    
    Incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(15)
    
    Incorporated by reference to Exhibit 4.5 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(16)
    
    Incorporated by reference to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-03770),
    as amended, filed April 18, 1996(17)
    
    Incorporated by reference to Exhibit 10.2 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(18)
    
    Incorporated by reference to Exhibit 10.3 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(19)
    
    Incorporated by reference to Exhibit 10.4 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(20)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 10-K
    filed August 25, 2006(21)
    
    Incorporated by reference to Exhibit 10.6 to the
    Registrants Annual Report on
    Form 10-K
    filed March 31, 2005(22)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005 34




---



##### Table of Contents



(23)
    
    Incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(24)
    
    Incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(25)
    
    Incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(26)
    
    Incorporated by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(27)
    
    Incorporated by reference to Exhibit 10.6 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(28)
    
    Incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on
    Form 10-KSB
    filed on March 29, 2007(29)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-QSB
    filed on August 14, 2007(30)
    
    Incorporated by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 1, 2007(31)
    
    Incorporated by reference to Exhibit 99.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 1, 2007(32)
    
    Filed herewith  Item 14.
    Principal
    Accountant Fees and Services.   35




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##### Table of Contents



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.
    By:
    /s/  RICHARD
    P. LANIGAN   President
    Pursuant to the requirements of the Securities Exchange Act
    of 1934, this Report has been signed below by the following
    persons on behalf of the Registrant in the capacities and on the
    date indicated.
  Signature

Title

Date/s/  RICHARD
    P. LANIGANRichard
    P. Lanigan

President
    (Principal Executive Officer)

March 25, 2008/s/  WILLIAM
    R. ABBOTTWilliam
    R. Abbott

Senior Vice President, Chief Financial Officer, Secretary and
    Treasurer
    (Principal Financial and Accounting Officer)

March 25, 2008/s/  GARY
    S. ALLEN, M.D.Gary
    S. Allen, M.D.

Director

March 25, 2008/s/  PAUL
    J. MCCORMICKPaul
    J. McCormick

Director

March 25, 2008/s/  ROBERT
    L. MORTENSENRobert
    L. Mortensen

Director

March 25, 2008/s/  MARVIN
    J. SLEPIAN, M.D.Marvin
    J. Slepian, M.D.

Director

March 25, 2008/s/  GREGORY
    D. WALLERGregory
    D. Waller

Director

March 25, 2008  36




---



##### 



INDEX TO
    FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated balance sheet at December 31,
    2007


F-3Consolidated statements of operations for the
    years ended December 31, 2007 and 2006


F-4Consolidated statements of shareholders
    equity for the years ended December 31, 2007 and 2006


F-5Consolidated statements of cash flows for the
    years ended December 31, 2007 and 2006


F-6Notes to consolidated financial statements


F-7   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Share-Based Payment.
  
      F-2




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  CONSOLIDATED
    BALANCE SHEET
 December 31,
    2007
  (In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
2,824Accounts receivable, net of allowance for doubtful accounts of
    $28


1,763Inventories


1,602Prepaids and other current assets


486Total current assets


6,675Property and equipment, net


457Other assets


27Total assets

$
7,159LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
169Accrued liabilities


1,458Deferred revenue


1,210Current portion of capital lease obligation


12Total current liabilities


2,849Capital lease obligation, less current portion


19Total liabilities


2,868Commitments and contingenciesShareholders equity:Preferred stock:no par value; 5,000 shares authorized; none issued and
    outstanding


Common stock:no par value; 75,000 shares authorized; 45,274 shares
    issued and outstanding


173,826Accumulated deficit


(169,535
)Total shareholders equity


4,291Total liabilities and shareholders equity

$
7,159  F-3




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For the
    Years Ended December 31, 2007 and 2006
  2007


2006(In thousands, except per share amounts)Net revenues

$
12,059


$
17,117Cost of revenues


2,949



3,644Gross profit


9,110



13,473Operating expenses:Research and development


681



1,474Salaries and employee benefits


4,800



7,784Sales, general and administrative


2,773



5,691Total operating expenses


8,254



14,949Operating income (loss)


856



(1,476
)Other income (expense):Interest expense


(69
)


(781
)Interest income


120



132Gain on insurance settlement






70Loss on disposal of fixed assets


(2
)


(111
)Non-cash interest expense


(89
)


(831
)Change in fair value of derivatives and warrants


(225
)


1,020Total other expense, net


(265
)


(501
)Income (loss) before income taxes


591



(1,977
)Tax provision


13



2Net income (loss)

$
578


$
(1,979
)Net income (loss) per share:Basic

$
0.01


$
(0.04
)Diluted

$
0.01


$
(0.04
)Weighted average shares outstanding:Basic


45,274



45,274Diluted


45,274



45,274  F-4




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
 For the
    Years Ended December 31, 2007 and 2006
  Common Stock


AccumulatedShares


Amount


Deficit


Total(In thousands)Balances, December 31, 2005


45,102



173,000



(168,134
)


4,866Issuance of common stock pursuant to stock purchased under the
    Employee Stock Purchase Plan


56











Issuance of common stock for option exercises


116



37







37Vesting of share-based awards






364







364Net loss










(1,979
)


(1,979
)Balances, December 31, 2006


45,274


$
173,401


$
(170,113
)

$
3,288Vesting of share-based awards






77







77Reclassification of warrants fair value to equity






348







348Net income










578



578Balances, December 31, 2007


45,274


$
173,826


$
(169,535
)

$
4,291  F-5




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Years Ended December 31, 2007 and 2006
  2007


2006(In thousands)Cash flows from operating activities:Net income (loss)

$
578


$
(1,979
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Derivative and warrant fair value adjustments


225



(1,020
)Amortization related to discount on notes payable


72



667Impairment of PLC license






730Loss on disposal of fixed assets


2



111Depreciation and amortization


464



667Provision for doubtful accounts


62



183Interest income on restricted cash






(39
)Stock-based compensation expense


77



364Amortization of other assets






195Amortization of debt issuance costs


17



164Gain on insurance settlement






(70
)Changes in operating assets and liabilities:Accounts receivable


502



557Inventories


382



189Prepaids and other current assets


(65
)


280Other assets


19



20Accounts payable


(157
)


(751
)Accrued liabilities


(148
)


681Deferred revenue


(122
)


938Net cash provided by operating activities


1,908



1,887Cash flows from investing activities:Acquisition of property and equipment


(61
)


(154
)Insurance proceeds received






70Net cash used in investing activities


(61
)


(84
)Cash flows from financing activities:Net proceeds from issuance of common stock from exercise of
    options and from stock purchased under the Employee Stock
    Purchase Plan






37Payments on short term borrowings


(89
)


(308
)Repayments on secured convertible term note


(1,041
)


(1,251
)Repayments of capital lease obligations


(11
)


(6
)Net cash used in financing activities


(1,141
)


(1,528
)Net increase in cash and cash equivalents


706



275Cash and cash equivalents at beginning of year


2,118



1,843Cash and cash equivalents at end of year

$
2,824


$
2,118Supplemental schedule of cash flow information:Interest paid

$
54


$
146Taxes paid

$
35


$
30Supplemental schedule of noncash investing and financing
    activities:Financing of insurance premiums

$



$
381Financing of fixed assets

$



$
31Repayment of restricted cash portion of secured convertible term
    note and accrued interest

$



$
2,547Reclassification of warrants fair value to equity

$
348


$
Reclassification of inventories to property and equipment

$
247


$
306  F-6




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Nature of
    Operations:          2.
    Summary
    of Significant Accounting Policies:    Use of
    Estimates:
    Reclassification:
    Cash
    and Cash Equivalents:
   F-7




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounts
    Receivable:
    Inventories:
  first-in,
  Patent
    Expenses:
    Property
    and Equipment:
    Accounting
    for the Impairment or Disposal of Long-Lived
    Assets:
    Fair
    Value of Financial Instruments:
    Derivative
    Financial Instruments:
   F-8




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition:
      Accounting for
    Leases, Determining Contingent Rentals,
  No. 00-21, Revenue Arrangements with Multiple Deliverables.
  Shipping
    and Handling Costs and Revenues
    Research
    and Development:
   F-9




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Warranties:
    Advertising:
    Income
    Taxes:
    Stock-Based
    Compensation:
  Share-Based Payment Accounting for Stock Issued to Employees
    Accounting for Stock-Based Compensation
   F-10




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Description
    of Plans:
  10-year
        Summary
    of Assumptions and Activity
   F-11




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended


Year EndedDecember 31,


December 31,2007


2006Expected term


4 years



4 yearsExpected volatility


94
%


106
%Risk-free interest rate


3.1 - 5.1
%


4.9
%Expected dividends






     Year Ended


Year EndedDecember 31,


December 31,2007


2006Expected term


0.50 years



0.50 yearsExpected volatility


94
%


106
%Risk-free interest rate


3.1 - 5.1
%


4.9
%Expected dividends






     WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShares


Price


Term (Years)


Value(In thousands)Options outstanding at December 31, 2006


3,491


$
0.89



Options granted


1,048


$
0.30



Options exercised










Options forfeited/canceled


(1,447
)

$
0.56



Options expired


(16
)

$
7.58



Options outstanding at December 31, 2007


3,076


$
0.81



5.8


$
61,000Vested or expected to vest


2,914


$
0.83



5.6


$
52,000Options exercisable at December 31, 2007


2,266


$
0.98



4.5


$
13,000      F-12




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year


YearEnded


EndedDecember 31,


December 31,2007


2006Research and development

$
10


$
33Sales, general and administrative


67



331$
77


$
364   Net
    Income (Loss) Per Share:
      Recently
    Issued Accounting Standards:
  Fair Value
    Measurements
  The Fair Value Option for Financial
    Assets and Financial Liabilities Accounting for
    Certain Investments in Debt and Equity Securities
 F-13




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    No. 07-3, No. 07-3). No. 07-3 No. 07-3 No. 07-3 No. 07-3
    3.
    Inventories:  (in thousands)
  December 31,2007Raw materials

$
295Work in process


96Finished goods


1,211$
1,602   4.
    Property
    and Equipment:  (in
    thousands):
  December 31,2007Computers and equipment

$
510Manufacturing and demonstration equipment


293Leasehold improvements


38Loaned lasers


3,2404,081Less accumulated depreciation and amortization


(3,624
)$
457    F-14




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Other
    Assets:        6.
    Accrued
    Liabilities:  (in
    thousands):
  December 31,2007Accrued accounts payable and related expenses

$
28Accrued vacation


119Accrued salaries and commissions


473Accrued accounting and tax fees


169Legal settlement with former CEO(1)


319Accrued other


350$
1,458     (1)
    
    See Note 8.  7.
    Secured
    Convertible Term Note and Related Obligations:   F-15




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        
    The Note was convertible at the holders option at any time
    at the fixed conversion price of $.50 per share. This conversion
    feature had been identified as an embedded derivative and had
    been bifurcated and recorded on the Companys consolidated
    balance sheet at its fair value.
    Beginning May 2005, the Company was required to make monthly
    principal payments of $104,000 per month. The monthly payment as
    well as related accrued interest was required to be converted to
    common stock at the fixed conversion price of $0.50 if the fair
    value of the Companys common stock was greater than $0.55
    per share for the 5 days preceding the payment due date.
    This conversion feature had been identified as an embedded
    derivative and has been bifurcated and recorded on the
    Companys balance sheet at its fair value.
    Restricted cash must have been converted at a fixed conversion
    price of $0.50 per share if the fair value of the Companys
    common stock had been greater than 125%, 150% or 175% (each
    threshold must meet higher trading volume limits) of the initial
    fixed conversion price of $0.50 per share. This conversion
    feature had been identified as an embedded derivative and had
    been bifurcated and recorded on the Companys consolidated
    balance sheet at its fair value.
    Annual interest on the Note was equal to the prime
    rate published in The Wall Street Journal from time to
    time, plus two percent (2.0%), provided that such annual rate of
    interest was not less than six and one-half percent (6.5%). For
    every 25% increase in the Companys common stock fair value
    above $0.50 per share, the interest rate will be reduced by 2%.
    The interest rate could have never been reduced below 0%.
    Interest on the Note was payable monthly in arrears on the first
    day of each month during the term of the Note, beginning
    November 2004. The potential interest rate reduction due to
    future possible increases in the Companys stock price had
    been identified as an embedded derivative and had been
    bifurcated and recorded on the Companys consolidated
    balance sheet at its fair value.
    The Note agreement included a liquidated damages provision based
    on any failure to meet registration requirements for shares
    issuable under the conversion of the note or exercise of the
    warrants by February 2005.
    The Note agreement contained certain events of default including
    delinquency, bankruptcy, change in control and stop trade or
    trade suspension. In the event of default, Laurus had the right
    to call the debt at a 30% premium, increase the note rate to the
    stated rate, increase the note rate by an additional 12%,
    foreclose on the collateral,
    and/or seek
    other remedies. Laurus right to increase the interest rate
    on the debt in the event of default represented an embedded
    derivative.   F-16




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##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        December 31,2007(In thousands)Original Note balance

$
6,000Principal conversions


(1,184
)Repayment of restricted cash balance


(2,417
)Cash payments


(2,399
)Total secured convertible term note


     8.
    Commitments
    and Contingencies:  Operating
    Lease
  (in thousands):
  Year Ending December 31,2008


1052009


1202010


1262011


120$
471    F-17




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Litigation
        
        No. 1.08-cv-10285)
  9.
    Shareholders
    Equity:  Issuances
    of Common Stock:
     F-18




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Warrants:
            EITF 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock
  Options
    Granted to Employees:
   F-19




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shareholder
    Rights Plan:
    Stock
    Option Plan:
    Directors
    Stock Option Plan:
    Employee
    Stock Purchase Plan:
   F-20




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands, except per
    share amounts):
  Outstanding OptionsWeightedShares





AverageAvailable


Number


Price perfor Grant


of Shares


ShareBalance, December 31, 2005


3,892



4,537


$
1.10Options granted


(1,268
)


1,268


$
0.49Options forfeited


2,190



(2,190
)

$
1.10Options expired


8



(8
)

$
11.00Options exercised






(116
)

$
0.32Balance, December 31, 2006


4,822



3,491


$
0.89Options granted


(1,048
)


1,048


$
0.30Options forfeited


1,447



(1,447
)

$
0.56Options expired


16



(16
)

$
7.58Options exercised










Balance, December 31, 2007


5,237



3,076


$
0.81     Options OutstandingWeighted





Options ExercisableAverage


Weighted





WeightedRemaining


Average





AverageNumber


Contractual Life


Exercise


Number


ExerciseExercise Prices

Outstanding


(In Years)


Price


Exercisable


Price(In thousands)








(In thousands)$0.23 - $0.30


522



9.35


$
0.28



18


$
0.27$0.31 - $0.43


451



6.67


$
0.34



249


$
0.33$0.48 - $0.50


553



5.32


$
0.50



456


$
0.50$0.51 - $0.54


367



4.18


$
0.54



362


$
0.54$0.56 - $0.71


528



4.91


$
0.65



526


$
0.65$0.80 - $0.91


189



4.85


$
0.86



189


$
0.86$1.01 - $1.40


334



4.73


$
1.20



334


$
1.20$2.57 - $3.88


43



3.22


$
2.88



43


$
2.88$6.06 - $11.50


89



1.49


$
7.78



89


$
7.783,076



5.76


$
0.81



2,266


$
0.98   10.
    Employee
    Retirement Plan:   F-21




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Segment
    Disclosures:    12.
    Income
    Taxes:  (in thousands):
  December 31,2007Net operating losses

$
54,760Credits


3,568Research and development


599Reserves


277Accrued liabilities


548Depreciation/Amortization


24Net deferred tax asset


59,776Less valuation allowance


(59,776
)Net deferred tax assets

$
     2007


2006Statutory federal income tax rate


34
%


34
%State income taxes, net of federal benefit






Change in valuation allowance


(36
)%


(33
)%Other


3
%


(1
)%1
%


      F-22




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      , Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement
    No. 109
    13.
    Related
    Party Transaction:    14.
    Risks and
    Concentrations:   F-23




---



##### Table of Contents



CARDIOGENESIS
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-24




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1.1(1)

Restated Articles of Incorporation, as filed with the California
    Secretary of State on May 1, 19963
.1.2(2)

Certificate of Amendment of Restated Articles of Incorporation,
    as filed with California Secretary of State on July 18, 20013
.1.3(3)

Certificate of Determination of Preferences of Series A
    Preferred Stock, as filed with the California Secretary of State
    on August 23, 20013
.1.4(4)

Certificate of Amendment of Restated Articles of Incorporation,
    as filed with the California Secretary of State on
    January 23, 20043
.2(5)

Amended and Restated Bylaws4
.1(6)

Third Amendment to Rights Agreement, dated October 26,
    2004, between the Company and Equiserve Trust Company N.A.4
.2(7)

Second Amendment to Rights Agreement, dated as of
    January 21, 2004, between Cardiogenesis Corporation and
    EquiServe Trust Company, N.A., as Rights Agent4
.3(8)

First Amendment to Rights Agreement, dated as of
    January 17, 2002, between Cardiogenesis Corporation and
    EquiServe Trust Company, N.A., as Rights Agent4
.4(9)

Rights Agreement, dated as of August 17, 2001, between
    Cardiogenesis Corporation and EquiServe Trust Company,
    N.A., as Rights Agent4
.5(10)

Securities Purchase Agreement, dated as of January 21,
    2004, by and among Cardiogenesis Corporation and each of the
    investors identified therein4
.6(11)

Registration Rights Agreement, dated as of January 21,
    2004, by and among Cardiogenesis Corporation and the investors
    identified therein4
.7(12)

Form of Common Stock Purchase Warrant, dated January 21,
    2004, having an exercise price of $1.37 per share4
.8(13)

Securities Purchase Agreement, dated October 26, 2004,
    between the Company and Laurus Master Fund, Ltd.4
.9(14)

Registration Rights Agreement, dated October 26, 2004,
    between the Company and Laurus Master Fund, Ltd.4
.10(15)

Common Stock Purchase Warrant, dated October 26, 2004, in
    favor of Laurus Master Fund, Ltd.10
.1(16)*

Form of Indemnification Agreement by and between the Company and
    each of its officers and directors10
.2(17)*

Stock Option Plan, as amended and restated July 200510
.3(18)*

Director Stock Option Plan, as amended and restated July 200510
.4(19)*

Employee Stock Purchase Plan, as amended and restated July 200510
.5(20)

Lease for the Companys executive offices in Irvine,
    California10
.6(21)*

401(k) Plan, as restated January 1, 200510
.8(22)*

Description of the Stock Option Plan10
.9(23)*

Description of the Director Stock Option Plan10
.10(24)*

Form of Stock Option Agreement for Executive Officers under the
    Stock Option Plan10
.11(25)*

Form of Grant Notice under the Stock Option Plan10
.12(26)*

Form of Stock Option Agreement for Directors under the Director
    Stock Option Plan10
.13(27)*

Form of Grant Notice under the Director Stock Option Plan10
.14(28)*

Settlement Agreement and General Release between the Registrant
    and Michael J. Quinn, dated October 24, 200610
.15(29)*

Summary of Director Compensation10
.16(30)*

Employment Agreement between the Registrant and Richard Lanigan10
.17(31)*

Employment Agreement between the Registrant and William Abbott21
.1(32)

List of Subsidiaries23
.1(32)

Consent of KMJ Corbin & Company LLP




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##### Table of Contents



Exhibit No.

Description31
.1(32)

Certification of the President pursuant to
    Rule 13a-14(a)
    of Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2(32)

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    of Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1(32)

Certifications of the President and Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract, compensatory plan or arrangement(1)
    
    Incorporated by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-1/A
    (File
    No. 33-03770),
    filed May 21, 1996(2)
    
    Incorporated by reference to Exhibit 3.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed on August 14, 2001(3)
    
    Incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 20, 2001(4)
    
    Incorporated by reference to Exhibit 3.1.4 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 10, 2004(5)
    
    Incorporated by reference to Exhibit 3.2 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 10, 2004(6)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(7)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed January 26, 2004(8)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed January 18, 2002(9)
    
    Incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed August 20, 2001(10)
    
    Incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(11)
    
    Incorporated by reference to Exhibit 4.5 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(12)
    
    Incorporated by reference to Exhibit 4.6 to the
    Registrants Current Report on
    Form 8-K
    filed January 22, 2004(13)
    
    Incorporated by reference to Exhibit 4.2 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(14)
    
    Incorporated by reference to Exhibit 4.4 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(15)
    
    Incorporated by reference to Exhibit 4.5 to the
    Registrants Current Report on
    Form 8-K
    filed October 28, 2004(16)
    
    Incorporated by reference to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 333-03770),
    as amended, filed April 18, 1996(17)
    
    Incorporated by reference to Exhibit 10.2 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(18)
    
    Incorporated by reference to Exhibit 10.3 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(19)
    
    Incorporated by reference to Exhibit 10.4 of the
    Registrants Annual Report on
    Form 10-K
    filed on August 21, 2006(20)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 10-K
    filed August 25, 2006(21)
    
    Incorporated by reference to Exhibit 10.6 to the
    Registrants Annual Report on
    Form 10-K
    filed March 31, 2005(22)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(23)
    
    Incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005




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##### Table of Contents



(24)
    
    Incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(25)
    
    Incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(26)
    
    Incorporated by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(27)
    
    Incorporated by reference to Exhibit 10.6 to the
    Registrants Current Report on
    Form 8-K
    filed on August 4, 2005(28)
    
    Incorporated by reference to Exhibit 10.14 to the
    Registrants Annual Report on
    Form 10-KSB
    filed on March 29, 2007(29)
    
    Incorporated by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-QSB
    filed on August 14, 2007(30)
    
    Incorporated by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 1, 2007(31)
    
    Incorporated by reference to Exhibit 99.2 to the
    Registrants Current Report on
    Form 8-K
    filed on August 1, 2007(32)
    
    Filed herewith