UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 2)





(Mark one)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: December 31, 2007

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number: 0-28260





EP MedSystems, Inc.

(Exact Name of
Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|New Jersey                                                     |  | 22-3212190                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|575 Route 73 North, Bldg. D, West Berlin, NJ                   |  | 08091                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(856) 753-8533

(Issuers Telephone Number, Including Area Code)





Securities registered under
Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, no par value, stated value $.001 per
share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     ̈  Yes    x  No

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.     ̈  Yes    x  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of accelerated filer, large accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated Filer   ̈        
|                           | 
|Non-accelerated filer   ̈   |  | Smaller Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     ̈  Yes    x  No

The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of the registrants common stock on June 29, 2007 as reported on the NASDAQ Capital Market, was approximately
$45,420,000. In determining the market value of the registrants common stock held by non-affiliates, shares of common stock beneficially owned by directors, officers and holders of more than 10% of the registrants common stock have been
excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of March 28, 2008, there were
outstanding 30,405,236 shares of the registrants common stock, no par value, stated value $.001 per share.

DOCUMENTS INCORPORATED
BY REFERENCE

None.









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EXPLANATORY NOTE

This Amendment No. 2 to the Annual Report on Form 10-K filed by EP MedSystems, Inc. on March 31, 2008 (the Original Report) is being filed solely to amend and restate Exhibits 31.1 and 31.2 to the Original Report and
does not affect any other items in the Original Report.



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

The following exhibits
to the Original Report are hereby amended and restated in their entireties:



|               |  |                                                                                                                          
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                              
|31.1           |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a)
|               | 
|31.2           |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a)



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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



EP MEDSYSTEMS, INC.By:

/s/ David I. BruceDavid I. Bruce,President and Chief Executive OfficerDate: May 7, 2008




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EXHIBIT INDEX

The following is a list of exhibits filed as part of this Amendment No. 2 to Annual Report on Form 10-K/A.



|              |  |                                                                                                                          
|------------- |  | -------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                              
|31.1          |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a)
|              | 
|31.2          |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002/SEC Rule 13a-14(a)