UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(Mark One)
 (X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
                  For the period ended: March 31, 2003

( )     TRANSITION REPORT UNDER 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 small business issuer as specified in its charter)

         New Jersey                                        22-3212190
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

575 Route 73 N. Building D, West Berlin, New Jersey             08091
(Address of principal executive offices)                      (Zip Code)



                                 (856) 753-8533
                           (Issuer's telephone number)

Check  whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such  reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                                                           X Yes  ___  No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether the  registrant  filed all  documents  and reports  required to
be filed by Section 12, 13 or 15(d) of the  Exchange Act after the distribution
of securities under a plan confirmed by a court.      ___ Yes         ___ No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class                                                Outstanding at May 12, 2003
Common Stock, without par value                       18,196,074 shares

  Transitional Small Business Disclosure Format (check one):    Yes__ No X


<PAGE>

                                EXPLANATORY NOTE


     This  amendment to EP MedSystems' Quarterly  Report on Form 10-QSB for the
quarter  ended  March 31, 2003 is being filed to reflect a  restatement  of our
Consolidated  Financial Statements for the three months ended March 31, 2003 for
interest expense in connection with the conversion of the $1,000,000 convertible
promissory  bridge  notes which  converted  into common  stock of the Company on
January 31, 2003 as part of a related  private  placement  which  closed on that
date. The restatement  was made to recognize  interest  expense  associated with
certain  beneficial  conversion  features  and the  intrinsic  value of embedded
conversion  options within  convertible  promissory  bridge notes outstanding at
December 31, 2002 and converted to equity on January 31, 2003.

     Emerging  Issues Task Force (EITF) Issue No. 00-27,  "Application  of Issue
98-5 to  Certain  Convertible  Instruments",  and  EITF  98-5,  "Accounting  for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion  Ratios",  require  that  if the  terms  of a  contingent
conversion  option do no allow an issuer to compute  the number of shares that a
holder would receive if the contingent  event occurs and the conversion price is
adjusted,  an issuer  should  wait until the  contingent  event  occurs and then
compute the  resulting  number of shares that would be received  pursuant to the
new  conversion  price.  The  number  of  shares  that  would be  received  upon
conversion  based on the adjusted  conversion  price would then be compared with
the  number  that  would  have  been  received  prior to the  occurrence  of the
contingent  event. The excess number of shares multiplied by the commitment date
stock  price  equals  the  incremental  intrinsic  value that  results  from the
resolution of the contingency and the corresponding adjustment to the conversion
price.  That  incremental  amount would be recognized when the triggering  event
occurs.  The  decrease  in the  Company's  share  price  from  $2.46,  when  the
convertible  promissory  bridge notes were issued on December 30, 2002 to $1.23,
the  conversion  price at the time the private  placement  closed on January 31,
2003,  is the cause for the charge.  The  convertible  promissory  bridge  notes
transaction  contemplated  the  precise  mechanics  and  pricing  formula of the
resulting  conversion  of the  convertible  promissory  bridge  notes  into  the
Company's  common stock as part of the private  placement , and the  convertible
promissory  bridge notes were converted in accordance  with those  mechanics and
the  pricing  set  forth  in  the  underlying  documentation.  There  was no new
information  formula  presented that has resulted in this restatement  since the
convertible  promissory  bridge notes  agreement  was signed.  See Note 2 of our
Consolidated Financial Statements contained under "Item 1. Financial Statements"
of Part I for a further discussion of this matter.

     The net result of this  restatement for the three-month  period ended March
31, 2003 is the recording of a non-cash charge of $1,000,000 in the Statement of
Operations under the caption "Interest expense, debt conversion", an increase in
the net loss of  $1,000,000,  an increase in  additional  paid in capital by the
same  amount,  and an increase in the basic and diluted loss per share of $0.06.
This is a non-cash charge and does not affect the Company's net equity.

     Items 1 and 2 of Part 1 are the  only  items  being  amended  by this  Form
10-QSB/A and such amendments relate only to the restated Consolidated  Financial
Statements. In all other respects, this amendment presents information as of the
original date of the Form 10-QSB for the quarter ended March 31, 2003.

                                       2
<PAGE>

<TABLE>
<CAPTION>



                      EP MEDSYSTEMS, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                                    CONTENTS
<S>                                                                                                <C>
PART I -- FINANCIAL INFORMATION                                                                    Page
                                                                                                -----------

           Item 1.      Financial Statements

                        Consolidated Balance Sheets at March 31, 2003
                        (unaudited) (Restated) and December 31, 2002                                4

                        Consolidated Statements of Operations for three months
                        ended March 31, 2003 and 2002 (unaudited) (Restated)                        5

                        Consolidated Statements of Changes in Shareholders' Equity for the
                        Three Months Ended March 31, 2003 (Restated)                                6

                        Consolidated Statements of Cash Flows for the three
                        months ended March 31, 2003 and 2002 (unaudited)                            7
                        (Restated)

                        Notes to Consolidated Financial Statements (unaudited)                     8-16
                        (Restated)

           Item 2.      Management's  Discussion  and  Analysis  or  Plan  of  Operation
                        (Revised)                                                                 16-20

           Item 3.      Controls and Procedures                                                   20-21

PART II -- OTHER INFORMATION

           Item 1.      Legal Proceedings                                                           21

           Item 2.      Changes in Securities                                                     21-22

           Item 3.      Defaults Upon Senior Securities                                             22

           Item 4.      Submission of Matters to a Vote of Security Holders                         22

           Item 5.      Other Information                                                           22

           Item 6.      Exhibits and Reports on Form 8-K                                          22-23

           Signatures                                                                               24
           Certifications                                                                         25-26

           Exhibit Index                                                                            27
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>


                                                 EP MEDSYSTEMS, INC. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEETS

<S>                                                                                   <C>                  <C>
                                                                                  March 31,            December 31,
                               ASSETS                                               2003                   2002
                                                                                 (Unaudited)
                                                                                 (Restated)
                                                                             --------------------    ------------------
Current assets:
   Cash and cash equivalents                                              $            2,861,629  $          2,012,809
   Accounts receivable, net of allowances for doubtful
      accounts of $98,600                                                              2,126,396             3,438,980
   Inventories, net of reserves                                                        2,134,807             2,037,100
   Prepaid expenses and other current assets                                             349,627               361,782
   Deferred tax asset, net of valuation allowance                                             --               438,000
                                                                             --------------------    ------------------
                                                                             --------------------    ------------------
          Total current assets                                                         7,472,459             8,288,671

Property, plant and equipment, net                                                     2,011,715             2,250,327
Intangible assets, net                                                                   358,082               358,282
Other assets                                                                              19,850                31,198
                                                                             --------------------    ------------------
          Total assets                                                    $            9,862,106  $         10,928,478
                                                                             ====================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Promissory note payable                                                   $                   --  $            995,585
Current portion of notes payable                                                         500,000                    --
Accounts payable                                                                       1,431,514             2,586,050
Accrued expenses                                                                         525,657               603,370
Deferred warranty revenue and prepaid rent income                                        180,348               223,245
Customer deposits                                                                         28,111                20,311
                                                                             --------------------    ------------------
     Total current liabilities                                                         2,665,630             4,428,561

Accrued interest on long term debt - non-current                                         571,850               520,162
Deferred warranty revenue - non-current                                                  322,867               326,773
Notes payable                                                                          3,450,000             3,950,000
                                                                             --------------------    ------------------
          Total liabilities                                               $            7,010,347  $          9,225,496
                                                                             --------------------    ------------------
Commitments and contingencies                                                                 --                    --
Shareholders' equity:
  Preferred stock, no par value, 5,000,000 shares authorized,
     373,779 and 373,779 shares issued and outstanding at
     March 31, 2003 and December 31, 2002, respectively                                  618,161               618,161

  Common stock, $.001 stated value, 25,000,000 shares authorized,
     17,418,126 and 15,098,736 shares issued and outstanding at
     March 31, 2003 and December 31, 2002, respectively                                   17,418                15,099

  Additional paid-in capital                                                          35,908,988            32,372,700
  Receivables from officer                                                             (100,000)             (100,000)
  Accumulated deficit                                                               (33,592,808)          (31,202,978)
                                                                             --------------------    ------------------
          Total shareholders' equity                                                   2,851,759             1,702,982
                                                                             --------------------    ------------------
          Total liabilities and shareholders' equity                      $            9,862,106  $         10,928,478
                                                                             ====================    ==================

                                    The accompanying notes are an integral part of this statement.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>


                                                 EP MEDSYSTEMS, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                                              (unaudited)
<S>                                                                           <C>                      <C>
                                                                             For the Three Months Ended
                                                                         March 31,                March 31,
                                                                            2003                     2002
                                                                         (Restated)
                                                                     -------------------      -------------------
                                                                     -------------------      -------------------

Net sales                                                         $           2,290,516    $           2,988,975
Cost of products sold                                                         1,162,101                1,225,189
                                                                     -------------------      -------------------
                                                                     -------------------      -------------------
   Gross profit                                                               1,128,415                1,763,786

Operating costs and expenses:
Sales and marketing expenses                                                  1,317,886                1,108,246
General and administrative expenses                                             543,236                  577,222
Research and development expenses                                               593,258                  725,647

                                                                     -------------------      -------------------
   Loss from operations                                                     (1,325,965)                (647,329)

Interest expense, net                                                          (63,865)                 (54,466)
Interest expense, debt conversion                                          (1,000,000)                        --
                                                                     -------------------      -------------------
Other income, net                                                                    -                       176
                                                                     -------------------      -------------------
                                                                     -------------------      -------------------
   Net loss                                                       $         (2,389,830)    $           (701,619)
                                                                     ===================      ===================
                                                                     ===================      ===================

Basic and diluted loss per share                                  $              (0.14)    $              (0.05)
                                                                     ===================      ===================
                                                                     ===================      ===================

Weighted average shares outstanding used
to compute basic and diluted loss per share                                  16,627,667               14,507,402
                                                                     ===================      ===================





                  The accompanying notes are an integral part of these statements.

</TABLE>

                                       5
<PAGE>


<TABLE>
<CAPTION>


                                                 EP MEDSYSTEMS, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                               FOR THE THREE MONTHS ENDED MARCH 31, 2003
                                                              (Restated)

<S>                               <C>             <C>          <C>       <C>               <C>             <C>           <C>


                            Common        Common       Preferred      Preferred     Additional
                            Stock          Stock       Stock          Stock           Paid-in        Accumulated
                            Shares        Amount       Shares         Amount         Capital-          Deficit           Total
                                                                                       and
                                                                                     receivable
                                                                                    from officer
                          -----------    ----------    -----------    ----------    ------------    --------------    ------------

Balance, December 31,                                                                                           $
2002                      15,098,736       $15,099        373,779      $618,161     $32,272,700      (31,202,978)      $1,702,982
                          -----------    ----------    -----------    ----------    ------------    --------------    ------------

Issuance of common stock
in connection with joint
development contract, net
of offering costs            311,915           312             --            --         492,181                --         492,493

Issuance of common stock
in private placement, net
of offering costs          2,007,475          2007             --            --       2,071,155                --       2,073,162

Conversion of convertible
promissory bridge notes,
beneficial conversion
feature                                                                               1,000,000                         1,000,000

Foreign currency
translation                       --            --             --            --        (27,048)                --        (27,048)

Net loss                          --            --             --            --              --       (2,389,830)     (2,389,830)
                          -----------    ----------    -----------    ----------    ------------    --------------    ------------
Balance, March 31, 2003    17,418,126       $17,418        373,779      $618,161     $35,808,988     $(33,592,808)      $2,851,759
                          ===========    ==========    ===========    ==========    ============    ==============    ============


The accompanying notes are an integral part of these statements.
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>


                                                 EP MEDSYSTEMS, INC. AND SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (unaudited)
<S>                                                                                   <C>                    <C>
                                                                                     For the Three Months Ended
                                                                                  March 31,               March 31,
                                                                                    2003                    2002
                                                                                 (Restated)
                                                                             --------------------    --------------------
                                                                             --------------------    --------------------
Cash flows from operating activities:
Net loss                                                                  $          (2,389,830)  $            (701,619)
Adjustments to reconcile net loss to net cash
 (used in) provided by operating activities:
  Depreciation and amortization                                                          200,252                 182,654
 Interest expense, debt conversion                                                     1,000,000                      --
 Compensation expense related to employee                                                     --                  30,500
  Agreement
Changes in assets and liabilities:
  Decrease in accounts receivable                                                      1,312,584                  59,352
  Increase in inventories                                                               (41,128)               (110,849)
  Decrease in prepaid expenses and other current assets                                   12,155                   8,909
  Decrease in deferred tax asset                                                         438,000                 474,688
  Decrease in other assets                                                                11,348                  10,257
  (Decrease) increase in accounts payable                                            (1,154,536)                 113,821
  Decrease in accrued expenses, deferred
    revenue and customer deposits                                                       (65,028)                (43,060)
                                                                             --------------------    --------------------
          Net cash (used in) provided by operating                        $            (676,183)  $               24,653
                 activities
                                                                             --------------------    --------------------
                                                                             --------------------    --------------------

Cash flows from investing activities:
  Capital expenditures                                                                  (12,030)                (58,297)
  Patent costs                                                                           (5,989)                 (7,311)
                                                                             --------------------    --------------------
         Net cash used in investing activities                            $             (18,019)  $             (65,608)
                                                                             --------------------    --------------------
                                                                             --------------------    --------------------

Cash flows from financing activities:
   Net payments under term notes payable                                                      --               (436,111)
   Net  proceeds from issuance of common stock, net of
         offering expenses                                                             1,570,070                      --
                                                                             --------------------    --------------------
                                                                             --------------------    --------------------
         Net cash  provided by (used in) financing                        $            1,570,070  $            (436,111)
                activities
                                                                             --------------------    --------------------
                                                                             --------------------    --------------------

Effect of exchange rate changes                                                         (27,048)                 (8,419)

Net increase (decrease) in cash and cash equivalents                                     848,420               (485,485)
Cash and cash equivalents, beginning of period                                         2,012,809               2,343,303
                                                                             --------------------    --------------------
Cash and cash equivalents, end of period                                  $            2,861,629  $            1,857,818
                                                                             ====================    ====================
                                                                             ====================    ====================


                                   The accompanying notes are an integral part of these statements.
</TABLE>

                                       7
<PAGE>


                      EP MEDSYSTEMS, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Revised)

Note 1. Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United  States for interim  financial  information  and in  accordance  with the
instructions  to  Form  10-QSB.  Accordingly,  they  do not  include  all of the
financial  information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (including normal recurring adjustments)  considered necessary for a
fair presentation have been included.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted accounting  principles in the United States requires management to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

     The  results of  operations  for the  respective  interim  periods  are not
necessarily  indicative  of the  results to be expected  for the full year.  The
accompanying  unaudited  consolidated  financial  statements  should  be read in
conjunction  with the audited  consolidated  financial  statements and the notes
thereto  included in EP MedSystems,  Inc.'s (the "Company" or "EP  MedSystems'")
Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the
Securities and Exchange Commission ("SEC" or "Commission").

Note 2.     Restatement of Financial Statements

     The Company has  restated the  Consolidated  Financial  Statements  for the
three months ended March 31, 2003 for interest  expense in  connection  with the
conversion of the $1,000,000 convertible promissory bridge notes which converted
into  common  stock of the  Company  on  January  31,  2003 as part of a related
private  placement  which  closed  on that  date.  The  restatement  was made to
recognize  interest  expense  associated  with  certain  beneficial   conversion
features  and  the  intrinsic  value  of  embedded   conversion  options  within
convertible  promissory  bridge  notes  outstanding  at  December  31,  2002 and
converted to equity on January 31, 2003.

     Emerging  Issues Task Force (EITF) Issue No. 00-27,  "Application  of Issue
98-5 to  Certain  Convertible  Instruments",  and  EITF  98-5,  "Accounting  for
Convertible  Securities  with  Beneficial  Conversion  Features or  Contingently
Adjustable  Conversion  Ratios",  require  that  if the  terms  of a  contingent
conversion  option do no allow an issuer to compute  the number of shares that a
holder would receive if the contingent  event occurs and the conversion price is
adjusted,  an issuer  should  wait until the  contingent  event  occurs and then
compute the  resulting  number of shares that would be received  pursuant to the
new  conversion  price.  The  number  of  shares  that  would be  received  upon
conversion  based on the adjusted  conversion  price would then be compared with
the  number  that  would  have  been  received  prior to the  occurrence  of the
contingent  event. The excess number of shares multiplied by the commitment date
stock  price  equals  the  incremental  intrinsic  value that  results  from the
resolution of the contingency and the corresponding adjustment to the conversion
price.  That  incremental  amount would be recognized when the triggering  event
occurs.  The  decrease  in  the  Company's  share  price  from  $2.46  when  the
convertible  promissory  bridge notes were issued on December 30, 2002 to $1.23,
the  conversion  price at the time the private  placement  closed on January 31,
2003,  is the cause for the charge.  The  convertible  promissory  bridge  notes
transaction  contemplated  the  precise  mechanics  and  pricing  formula of the
resulting  conversion  of the  convertible  promissory  bridge  notes  into  the
Company's  common stock as part of the private  placement , and the  convertible
promissory  bridge notes were converted in accordance  with those  mechanics and
the  pricing  set  forth  in  the  underlying  documentation.  There  was no new
information  formula  presented that has resulted in this restatement  since the
convertible promissory bridge notes agreement was signed.

                                       8
<PAGE>

     The changes to the Balance  Sheet and Statement of Operations as of and for
the three months ended March 31, 2003 are as follows:
<TABLE>
<CAPTION>
<S>                                                            <C>                               <C>

Balance Sheet                                                As Reported                           Restated
------------------------------------- ----------------------------------- -----------------------------------
Additional paid-in capital                                    34,908,988                          35,908,988
Accumulated deficit                                         (32,592,808)                        (33,592,808)
Total Shareholders' equity                                    $2,851,759                          $2,851,759
------------------------------------ -----------------------------------  -----------------------------------

Statement of Operations
------------------------------------- ----------------------------------- -----------------------------------
Interest expense, debt conversion                                    --                          (1,000,000)
Net loss                                                     (1,389,830)                         (2,389,830)
Basic and diluted loss per share                                 $(0.08)                             $(0.14)
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


Note 3. Inventories

     Inventories  are  valued  at the lower of cost or  market  with cost  being
determined on a first-in, first-out basis. Inventories at March 31, 2003 consist
of the following:

           Raw materials                    $      1,118,384
           Work in process                           362,110
           Finished goods                            790,013
           Reserve for obsolescence                (135,700)
                                                -------------
                                            $      2,134,808
                                                =============


Note 4. Notes payable

     The Company has  outstanding a $3.2 million note payable to Medtronic Asset
Management,  Inc.,  an  affiliate  of  Medtronic,  Inc.,  one of EP  MedSystems'
shareholders ("Medtronic").  On March 12, 2003, Medtronic agreed to an extension
of the due date of this  Note  from  November  15,  2003 to April  1,  2004.  In
connection with that extension, the Company agreed to increase the interest rate
by 1% to the prime  rate plus 3% per annum and to prepay up to $1 million of the
principal  amount  of the  Note,  contingent  upon  receipt  of  certain  equity
proceeds. Based on the receipt of $500,000 of equity proceeds and application of
those  proceeds  to repay a portion  of the Note,  subsequent  to the end of the
quarter, the Company reclassified the $500,000 repaid portion of the outstanding
principal amount of the Note to current.  The Note is collateralized by a pledge
by David Jenkins,  the Chairman of the Board of the Company, of shares of common
stock of a privately-held corporation owned by him. (See Note 11).
                                       9

<PAGE>

     On November 21, 2002,  the Company  entered into a mortgage on its facility
in West  Berlin,  New Jersey and  received  $750,000  in  exchange  for  issuing
promissory  notes for that  aggregate  amount.  Interest on the Notes is payable
quarterly at 8% per annum and the Notes are collateralized by the building.  The
Notes are  convertible  into common stock of the  Company,  at the option of the
holder of the Notes over their three -year term, as follows:

-   November 21, 2002 through December 31, 2003 convertible at $2.14 per share
-   January 1, 2004 through December 31, 2004 convertible at $2.50 per share
-   January 1, 2005 through December 31, 2005 convertible at $3.00 per share

     On December 30, 2002,  the Company  issued  convertible  promissory  bridge
notes,  in  an  aggregate  amount  of  $1,000,000,  to  EGS  Private  Healthcare
Partnership  L.P.  and  EGS  Private  Healthcare   Counterpart  L.P.  (the  "EGS
Entities").  The maturity date of those  promissory notes was June 30, 2003, and
interest  accrued at 10% per annum,  payable upon maturity.  In connection  with
that  financing,  the Company issued warrants to the EGS Entities to purchase an
aggregate  of 50,000  shares of the common  stock of the  Company at 105% of the
closing  trading  price of its common stock on December 30, 2002. On January 31,
2003,  the  Company  issued  common  stock in a private  placement.  The  entire
principal  amount of the  promissory  notes  issued to the EGS  Entities and all
accrued and unpaid interest thereon were converted into 819,783 shares of common
stock and warrants to purchase 327,913 shares of the common stock of the Company
in and on the same  terms  as the  private  placement.  In  connection  with the
conversion, the warrants to purchase 50,000 shares of common stock issued to the
EGS  Entities on December  30, 2002 were  cancelled  and the Company  recorded a
$1,000,000 non-cash charge in connection with the conversion.  The charge is for
interest expense in connection with the conversion of the convertible promissory
bridge  notes as a result of  certain  beneficial  conversion  features  and the
intrinsic value of embedded  conversion  options within the promissory  notes. A
managing  member of the EGS Entities is also a member of the general  partner of
the Board of Directors of the Company.

     EP  MedSystems  entered into a financing  arrangement  with a bank in March
1999,  consisting of a $2,000,000  revolving  line of credit and a $500,000 term
loan,  collateralized by EP MedSystems'  facility in West Berlin, New Jersey and
the machinery,  equipment and inventory  located there.  EP MedSystems  borrowed
approximately   $2,000,000  under  the  revolving  line  of  credit,  which  was
subsequently  repaid with the proceeds of the Medtronic  note payable  discussed
above. The related term loan was repaid in March 2002.
                                       10
<PAGE>

Note 5. Shareholder's Equity

Preferred Stock

     On October  23,  2001,  EP  MedSystems  consummated  the  private  sale and
issuance of newly-designated  Series A convertible preferred stock to Medtronic,
a shareholder and creditor of EP MedSystems,  and Century Medical, Inc. ("CMI"),
its Japanese distributor. An aggregate of 1,259,717 preferred shares were issued
in those  transactions.  On December  31,  2001,  each  preferred  share  became
convertible  into one share of EP MedSystems  common stock, at the option of the
holder.  The  transaction  with CMI involved the sale of the shares of preferred
stock at a price of $2.048 per share,  as well as an amendment to EP MedSystems'
Distribution  Agreement with CMI. The  transaction  with Medtronic  involved the
sale of preferred stock at a price of $1.781 per share.  EP MedSystems  received
aggregate  gross  proceeds  of  $2,400,000  from  those  two  transactions.  The
preferred stock is recorded in shareholders'  equity,  net of issuance costs. In
the first quarter of 2002,  CMI converted all of its 585,938 shares of preferred
stock into an equal  number of shares of EP  MedSystems'  common  stock.  In the
second quarter of 2002,  Medtronic  converted 300,000 of its shares of preferred
stock into an equal number of EP MedSystems' common stock. The remaining 373,779
preferred shares held by Medtronic are currently convertible into 387,946 common
shares of the Company.

Common Stock

     On September 5, 2002, EP MedSystems entered into a stock purchase agreement
and license agreement with Boston Scientific  Corporation  ("BSC") in connection
with a strategic joint development  project.  The agreement  provides that if EP
MedSystems  abandons the project without cause, an abandonment fee of $1 million
in cash or EP MedSystems stock would be payable to BSC. Following the completion
of the  development,  EP MedSystems will have marketing rights to the technology
and pay royalties to BSC based on the market value of the technology at the time
of sale.  The stock  purchase  agreement  with BSC  allows for the sale of up to
$3,000,000 of common stock based on the achievement by the Company of milestones
in the development of certain cardiac electrophysiology  technology.  The common
stock is sold at the lesser of the ten day trailing  average  trading  price per
share prior to the closing of each  installment  purchase,  and $5.00 per share.
Upon  signing of the  agreement,  EP  MedSystems  received  $500,000 for 210,084
shares issued at the ten-day  trailing average trading price of $2.38 per share.
On  February 4, 2003,  the  Company  issued  311,915  shares of common  stock in
exchange for $500,000.  These shares were  registered  for resale on Form S-3 on
April 2, 2003.  Subsequent to the end of the quarter, the Company issued 357,398
shares of common  stock in exchange for another  payment of $500,000.  (See Note
13).

     On January 31, 2003, the Company  completed a $2,470,000  private placement
of its  common  stock  to  various  accredited  investors.  The  Company  issued
2,007,475 shares of its common stock for a purchase price of $1.23 per share and
warrants to purchase  802,990  shares of common  stock at an exercise  price per
share  of 110% of the  closing  trading  price on the  date of  closing  of that
transaction,  or  $1.6943.  In  the  private  placement,  the  Company  received
approximately  $1,570,000  in cash,  net of offering  costs.  The balance of the
private placement included the conversion of the entire principal amount of and,
accrued  interest on, the  promissory  notes from the EGS  Entities  into common
stock of the Company and the securities  issued in that private placement on the
same terms and conditions as those of the other  investors.  In connection  with
that conversion,  the 50,000 warrants issued to the EGS Entities on December 30,
2002 were  cancelled.  With prior  notice to the  holders of the  warrants,  the
warrants may be repurchased by the Company at $.01 per warrant at any time after
the  average  closing  price  of the  Company's  common  stock,  for any  twenty
consecutive trading days, has equaled or exceeded $2.54.

                                       11
<PAGE>


Note 6. Sale of State Net Operating Losses

     During  the three  months  ended  March 31,  2003 and 2002,  EP  MedSystems
received approximately $438,000 and $475,000,  respectively,  from the sale of a
portion of its  cumulative  unused New Jersey State Net  Operating  Loss ("State
NOL") carryforwards for its statutory subsidiaries.  The sales of the cumulative
net operating  losses are a result of a New Jersey State law enacted  January 1,
1999 allowing  emerging  technology and  biotechnology  companies to transfer or
"sell"  their  unused  State  NOL  carryforwards  and New  Jersey  research  and
development  tax  credits to any  profitable  New Jersey  company  qualified  to
purchase  them for cash.  As of December 31, 2002 and 2001,  EP  MedSystems  had
recorded  approximately  $438,000 and  $475,000,  respectively,  in deferred tax
assets  related to these sales.  These  deferred tax assets were  realized  upon
receipt of cash from the sales of these  benefits to third  parties in the three
months ended March 31, 2003 and 2002.

Note 7. Industry Segment and Geographic Information

     EP MedSystems  manages its business  based on one reportable  segment,  the
manufacture and sale of cardiac electrophysiology products. EP MedSystems' chief
operating  decision-makers  use  consolidated  results  to  make  operating  and
strategic decisions.

         The following table sets forth product sales by geographic segment for
 the three months ended March 31, 2003 and 2002.

                                                 For The Three Months
                                                    Ended March 31,
                                              2003                  2002
                                              ----                  ----
United States                               $1,218,860            $1,873,000
Europe/Middle East                             428,012               571,000
Asia and Pacific Rim                           643,644               545,000
                                               -------               -------
                                            $2,290,516            $2,989,000
                                            ==========            ==========

     Sales of EP  MedSystems'  cardiac  electrophysiology  equipment and related
catheters aggregated approximately $2,008,000 and $282,000 respectively, for the
three months ended March 31, 2003, and  $2,705,000  and $284,000,  respectively,
for the  comparable  period  in  2002.  EP  MedSystems'  long-lived  assets  are
primarily located in the U.S.

     Net sales for the three  months  ended  March 31,  2003 were  billed in two
currencies:  $2,197,000 in U.S.  dollars and the equivalent of $94,000 in Euros.
Management  has  determined  the impact of foreign  currency risk on sales to be
minimal since a majority of sales are billed in U.S. dollars. EP MedSystems does
incur  translation  gains/losses,  which are recorded in  shareholders'  equity.
Cumulative  translation losses amounted to approximately $27,000 as of March 31,
2003. In addition,  EP MedSystems had not entered into any derivative  financial
instruments for hedging or other purposes.
                                       12
<PAGE>

Note 8. Net Loss Per Share

     Basic net loss per share is computed using the  weighted-average  number of
shares of common stock outstanding.  Due to the losses incurred for the quarter,
diluted net loss per share does not differ from basic net loss per share,  since
potential  shares of common stock  issuable upon the exercise of stock  options,
warrants,  convertible  preferred shares, and convertible debt are anti-dilutive
for all periods presented. Accordingly, potential common shares of 4,536,947 and
3,309,073 for the three months ended March 31, 2003 and 2002, respectively, have
been excluded from the diluted per share calculation.

Note 9. Comprehensive income

     For the  three  months  ended  March  31,  2003 and  2002,  EP  MedSystems'
comprehensive   income  approximated  net  loss,  except  for  foreign  currency
translation  adjustments.  The  comprehensive  losses for the three months ended
March 31, 2003 and 2002, were approximately  $2,416,700 (restated) and $710,000,
respectively.

Note 10. Stock Based Compensation

     EP  MedSystems   accounts  for  stock  options  granted  to  employees  and
non-employee directors in accordance with the "intrinsic value" method set forth
in Accounting  Principles  Board Opinion No. 25 ("APB No. 25"),  "Accounting for
Stock Issued to Employees",  with  supplemental  pro forma  disclosures of "fair
value" as required by Statement of Financial Accounting Standards No. 123 ("SFAS
No.123"), "Accounting for Stock Based Compensation."

     EP MedSystems  records the fair value of stock  issuances to  non-employees
based  on  the  market  price  on the  date  issued.  The  amount  is  expensed,
capitalized  or recorded as a reduction  of paid-in  capital,  depending  on the
purpose for which the stock is issued.  It is EP  MedSystems'  policy to account
for stock options  granted to  non-employees  in accordance with Emerging Issues
Task Force Issue No. 96-18,  "Accounting for Equity  Instruments That Are Issued
to Other Than Employees for Acquiring,  or in Conjunction with Selling, Goods or
Services," and the fair value is measured using the Black-Scholes option pricing
model  under  SFAS No.  123.  EP  MedSystems  has not  issued  stock  options to
non-employees for any of the periods presented.

     Had  compensation   costs  for  EP  MedSystems'  stock  option  plans  been
determined   consistent   with  SFAS  No.  123   "Accounting   for   Stock-Based
Compensation", EP MedSystems' proforma net loss and loss per share for March 31,
2003 and 2002 would have been as follows:
<TABLE>
<CAPTION>
<S>                                                                <C>                       <C>


                                                                   2003                      2002
                                                                (Restated)

       Net loss, as reported                                      $(2,389,830)             $(701,619)

       Add:  Stock-based employee compensation expense
       included in reported net income, net of related tax
       effects                                                               -                      -

       Deduct:  Total stock-based employee compensation
       expense determined under fair value based method
       for all awards granted since January, 1995, net of
       related tax effects                                           (108,305)               (67,085)
                                                             ------------------     ------------------

       Pro forma net loss                                        $(2,498,135)             $(768,704)
                                                             ==================     ==================

       Earnings per share:
           Basic and diluted - as reported                             $(0.14)                $(0.05)
                                                             ------------------     ------------------
           Basic and diluted - pro forma                               $(0.15)                $(0.05)
                                                             ------------------     ------------------
</TABLE>
                                       13
<PAGE>


Note 12. Recently Issued Accounting Standards

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143 ("SFAS No. 143"),  "Accounting for Asset Retirement  Obligations."  This
standard  requires that  obligations  associated with the retirement of tangible
long-lived  assets  be  recorded  as  liabilities  when  those  obligations  are
incurred,  with the amount of the  liability  initially  measured at fair value.
Upon initially  recognizing a liability for an asset retirement  obligation,  an
entity must  capitalize  the cost by  recognizing  an  increase in the  carrying
amount of the related long-lived asset. Over time, this liability is accreted to
its present value,  and the capitalized cost is depreciated over the useful life
of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon settlement.
SFAS No. 143 is  effective  for  financial  statements  issued for fiscal  years
beginning  after June 15, 2002. EP MedSystems  adopted this statement on January
1, 2003.  The  adoption  had no impact on its results of  operations,  financial
position or cash flows.

     On April 30,  2002,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 145 ("SFAS No. 145"), "Recission of FASB Statements No. 4, 44, 64,
Amendment of FASB No. 13 and Technical  Corrections".  This statement eliminates
the  requirement  that  gains  and  losses  from the  extinguishment  of debt be
aggregated  and classified as an  extraordinary  item, net of the related income
tax. In addition,  SFAS No.145 requires that capital leases that are modified so
that the  resulting  lease  agreement is  classified  as an  operating  lease be
accounted for in the same manner as sale-lease back transactions. SFAS No.145 is
generally effective for transactions occurring after May 15, 2002. EP MedSystems
adopted  this  standard.  The  adoption  had no  impact  on its  results  of its
operations, financial position or cash flows.

     On July 30,  2002,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 146 (SFAS No. 146"), "Accounting for Costs Associated with Exit or
Disposal  Activities."  This  statement  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. SFAS No. 146 also establishes that fair value is the objective for the
initial measurement of the liability. SFAS No. 146 will be effective for exit or
disposal  activities  that are initiated  after December 31, 2002. EP MedSystems
adopted  this  standard on January 1, 2003.  The  adoption  had no impact on its
results of its operations, financial position or cash flows.
                                       14
<PAGE>

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and Disclosure -- an amendment of FASB Statement No.
123." This standard  provides  alternate  methods of transition  for a voluntary
change  to  the  fair  value  method  of  accounting  for  stock-based  employee
compensation and requires more prominent  disclosure about the method used. This
statement is effective for fiscal years ending after  December 15, 2002.  For EP
MedSystems,  this means it is effective  for  December  31,  2002.  Currently EP
MedSystems applies the disclosure-only  provisions of SFAS No. 123,  "Accounting
for  Stock-Based  Compensation"  and we do not  expense our stock  options.  The
adoption  of the  disclosure  provisions  of SFAS No.  148 had no  impact  on EP
MedSystems' results of operations, financial position or cash flows.

     In  November  2002,  the FASB issued FASB  Interpretation  No.  ("FIN") 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of  Indebtedness of Others." FIN 45 requires that an entity
issuing a guarantee  (including those embedded in a purchase or sales agreement)
must recognize, at the inception of the guarantee, a liability equal to the fair
value of the guarantee.  FIN 45 also requires  detailed  information  about each
guarantee or group of guarantees  even if the  likelihood of making a payment is
remote.  The disclosure  requirements of this  interpretation  are effective for
financial statements of periods ending after December 15, 2002, which makes them
effective  for  EP  MedSystems  for  December  31,  2002.  The  recognition  and
measurement  provisions of this  Interpretation  are applicable on a prospective
basis to guarantees  issued or modified  after  December 31, 2002. EP MedSystems
adopted  this  standard  on January 1, 2003.  FIN 45 could have an impact on the
future results of the Company,  depending on guarantees issued; however, at this
time the  adoption  of this  Statement  did not have an impact on our results of
operation, financial position or cash flows.

     In  January  2003,  the FASB  issued  FIN 46,  "Consolidation  of  Variable
Interest Entities -- an Interpretation of Accounting Research Bulletin (ARB) No.
51." FIN 46 requires the primary  beneficiary to consolidate a variable interest
entity ("VIE") if it has a variable  interest that will absorb a majority of the
entity's  expected  losses if they  occur,  receive a majority  of the  entity's
expected residual returns if they occur, or both. FIN 46 applies  immediately to
VIEs created after January 31, 2003,  and to VIEs in which the entity obtains an
interest  after  that date.  For VIEs  acquired  before  February  1, 2003,  the
effective  date for EP MedSystems  is July 1, 2003.  The Company does not expect
this  Statement  will have a  material  impact  on our  results  of  operations,
financial position, or cash flows.

Note 13. Subsequent Events

     On April 2, 2003,  the holders of the  mortgage  notes which are secured by
the $750,000  mortgage on EP MedSystems'  facility in West Berlin,  converted an
aggregate of $375,000 of the mortgage  notes into 300,000 shares of common stock
of EP MedSystems,  Inc. In connection with the  conversion,  the Company reduced
the conversion price from $2.14 per share to $1.25 per share. In accordance with
SFAS No. 84, "Induced  Conversions of Convertible  Debt", the Company recorded a
pro forma non-cash charge of approximately  $222,000,  which will be recorded in
the statement of operations for the quarter ended June 30, 2003.

                                       15
<PAGE>

     On April 4, 2003,  the  principal  amount of,  and all  accrued  and unpaid
interest  on, the note  receivable  from a Company  officer  were repaid by that
officer  through  return to treasury of the 50,000 shares of common stock to the
Company which secured that loan. The market price of the Company's  common stock
on the date of such return was $2.08.

     On April 11, 2003, the Company  completed a $210,000  private  placement of
its common stock with various accredited  investors.  The Company issued 120,000
shares of its common stock for a purchase price of $1.75 per share.

     Subsequent to the end of the quarter,  the Company issued 357,398 shares of
common  stock in exchange for the payment of $500,000,  in  accordance  with the
previously disclosed joint development project. (See Note 5).


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     THE MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS SET FORTH IN
THIS ITEM 2 HAS BEEN  REVISED TO REFLECT  THE  RESTATEMENT  AND  CERTAIN  EVENTS
OCCURRING  SUBSEQUENT TO THE FILING OF THE ORIGINAL  FORM 10-QSB,  AS WELL AS TO
INCORPORATE CERTAIN CONFORMING CHANGES.  FOR COMPARATIVE  PURPOSES,  ALL AMOUNTS
ARE PRESENTED ON A RESTATED BASIS.

Overview

     EP MedSystems ("EP Med") was incorporated in January 1993 and operates in a
single  industry  segment.  We develop,  manufacture,  market and sell a line of
products for the cardiac electrophysiology market used to diagnose,  monitor and
treat irregular  heartbeats known as arrhythmias.  Since EP Med's inception,  we
have acquired  technology and marketing rights,  have developed new products and
have  begun  marketing  various   electrophysiology   products,   including  the
EP-WorkMate(R)   computerized   electrophysiology   workstation,   the  EP-3(TM)
Stimulator,  diagnostic  electrophysiology  catheters  and the ALERT(R)  System,
including the ALERT(R) Companion and ALERT(R) internal  cardioversion  catheters
and related disposable  supplies.  To date, these products have generated nearly
all of EP Med's sales.

     EP Med's leading diagnostic product is the  EP-WorkMate(R),  a computerized
electrophysiology   workstation  that  monitors,  displays  and  stores  cardiac
electrical activity and arrhythmia data. The EP-WorkMate(R)  offers, among other
features,  display  and  storage of up to 192  intracardiac  signals,  real-time
analysis and integration with our own proprietary systems,  such as the EP-3(TM)
Stimulator,  as  well as with  other  technologies  and  systems.  The  EP-3(TM)
Stimulator  is  a  computerized  signal  generator  and  processor  which,  when
integrated  with  the  EP-WorkMate(R),  is  used to  stimulate  the  heart  with
electrical impulses in order to produce, and thereby locate, an arrhythmia.  For
the  three  months  ended  March  31,  2003,  the  EP-WorkMate(R)  and  EP-3(TM)
Stimulator accounted for approximately 87% of total sales. EP Med also markets a
line of diagnostic  electrophysiology  catheters for  stimulation and sensing of
electrical   signals  during   electrophysiology   studies,   which  represented
approximately  4% of EP Med's total sales  revenues  for the three  months ended
March 31, 2003.
                                       16
<PAGE>

     We have  identified the diagnosis and treatment of atrial  fibrillation,  a
particular  type of arrhythmia,  as a primary focus for our ongoing  development
efforts. Atrial fibrillation is a condition where erratic electrical signals are
present within the atria, the upper chambers of the heart,  causing fibrillation
of the atria,  which  prevents the atria from providing  appropriate  blood flow
output.  In an effort to address this  medical  condition,  we have  developed a
product for internal  cardioversion of atrial fibrillation known as the ALERT(R)
System, which uses a patented electrode catheter to deliver measured, low-energy
bi-phasic  electrical  impulses  directly  to the inside of the heart to convert
atrial  fibrillation to a normal heart rhythm. We have obtained Class III Design
Examination Certification from a European Notified Body allowing us to label the
ALERT(R) System with a CE Mark, an international  symbol of adherence to quality
assurance  standards,  design reviews and hazard  analysis,  which permits us to
sell the  ALERT(R)  System in the  European  Community.  In  November  2002,  we
received  pre-market  approval  from the FDA to sell the ALERT(R)  System in the
United States.  Sales of the ALERT(R) System and related catheters accounted for
approximately  9% of EP Med's total sales  revenues for the three months  ending
March 31, 2003.

     We have also developed the  ViewMate(R)  intracardiac  ultrasound  catheter
system  consisting of ViewMate(R)  ultrasound  imaging console and  Viewflex(TM)
intracardiac imaging catheters. These products offer high-resolution,  real-time
ultrasound  capability  designed to improve a physician's or clinician's ability
to  visualize  the  inside of the  chambers  of the heart.  We believe  that the
ViewMate(R)  ultrasound  system may play an important  diagnostic  role allowing
more  effective  treatment of complex  cardiac  arrhythmias  such as ventricular
tachyarrhythmia and atrial  fibrillation.  We filed for CE Mark authorization in
January  2003 and filed for  510(K)  approval  to sell the  system in the United
States on April 2, 2003. On May 1, 2003, the Company received  approval from the
European  Notified  Body  allowing  the  sale  of the  system  in  the  European
Community.  We do not  anticipate  receiving  approval  to sell the  ViewMate(R)
ultrasound  system in the United  States  until the third  quarter  of 2003,  if
approved at all.

     EP Med has a history of operating losses and we expect to continue to incur
operating losses in the near future as we continue to expend  substantial  funds
for  research  and  development,   clinical  trials  in  support  of  regulatory
approvals, increased manufacturing activity and expansion of sales and marketing
activities. The amount and timing of future losses will be dependent upon, among
other things, increased sales of our existing products, the timing of regulatory
approval and market  acceptance of the ALERT(R)  System and ultrasound  products
and  developmental,   regulatory  and  market  success  of  new  products  under
development  as well as EP Med's  ability to  establish,  preserve  and  enforce
intellectual property rights to its products. There can be no assurance that any
of our  development  projects  will be  successful  or that  if  development  is
successful, that the products will generate any sales.

Three Months Ended March 31, 2003.

     Net sales were  $2,291,000  for the three months  ended March 31, 2003,  as
compared to $2,989,000 for the comparable period in 2002. This $698,000 (or 23%)
decrease is the result of revenue of significantly lower sales of WorkMate units
in the United States due to a number of sales not closing, as anticipated before
the end of the quarter.

                                       17
<PAGE>

     Net sales for the three  months  ended  March 31,  2003 were  billed in two
currencies:  $2,197,000 in U.S.  dollars and the equivalent of $94,000 in Euros.
Management  has  determined  the impact of foreign  currency risk on sales to be
minimal since a majority of sales are billed in U.S. dollars.  EP Med does incur
translation  gains/losses,  which are recorded in Shareholder's Equity. EP Med's
translation  loss for the three  months  ended March 31, 2003 was  approximately
$27,000.

     Gross  profit on sales  for the  three  months  ended  March  31,  2003 was
$1,128,000,  as compared to  $1,764,000  for the same period in 2002.  The gross
profit decreased as a percentage of sales from 59% to 49%, due to a geographical
mix. A lower number of  WorkMates(R)  were sold in the United States where there
are higher overall margins.

     Sales and marketing  expenses increased $210,000 (or 18%) to $1,318,000 for
the three months  ended March 31, 2003,  as compared to the same period in 2002.
Costs  increased as a percentage  of total sales to 58% for the first quarter of
2003, as compared to 37% for the same period in 2002.  This was primarily due to
an  increase  in  headcount  in  the  EP   Medsystems'   Marketing  and  Service
departments.

     General and  administrative  expenses decreased $34,000 (or 6%) to $543,000
for the three  months  ended March 31,  2003,  as compared to the same period in
2002.  This was  primarily  due a decrease  in legal fees and the closing of the
Company's  previous  executive  office  building  in North  Jersey  in the third
quarter of 2002.  These cost savings are net of increases in accounting fees and
the cost of business insurances.

     Research and development  expenses  decreased $132,000 (or 18%) to $593,000
for the three  months  ended March 31,  2003,  as compared to the same period in
2002. This was primarily due to a reduction in professional  fees related to the
completion  of  the   development   projects  around  the  ALERT(R)  System  and
ViewMate(R) intracardiac ultrasound catheter system.

     Interest  expense  increased  $9,000 for the three  months  ended March 31,
2003,  as  compared  to the same  period  in 2002.  This was the  result  of the
interest  expense related to the promissory  notes issued in connection with the
mortgage  on our West  Berlin  facility,  which was  entered  into in the fourth
quarter of 2002, net of a reduction in the prime interest rate, and the pay down
of long-term debt in the first quarter of 2002.

     The Company recorded a $1,000,000 non-cash charge to interest expense, debt
conversion  in connection  with the  conversion  of the  convertible  promissory
bridge  notes as a result of  certain  beneficial  conversion  features  and the
intrinsic value of embedded conversion options within the promissory notes.


Liquidity and Capital Resources.

     Since  EP  Med's   incorporation   in  January  1993,  EP  Med's  financial
performance has resulted in an accumulated deficit of approximately  $31,203,000
at December 31, 2002 and approximately $33,593,000 at March 31, 2003.
                                       18
<PAGE>

     We have a history of operating  losses and the Company  expects to continue
to incur operating  losses in the near future as substantial  funds are expended
for research and development,  increased manufacturing activity and expansion of
sales and  marketing  activities.  The amount and timing of future  losses  will
depend  upon,  among other  things,  volume of sales of existing  products,  the
timing of  regulatory  approval  and market  acceptance  of the ALERT System and
ultrasound  products and  developmental,  regulatory  and market  success of new
products  under  development  as well as EP  MedSystems'  ability to  establish,
preserve and enforce intellectual property rights related to our products. There
can be no  assurance  that any of the  Company's  development  projects  will be
successful or that if development is successful, that the products will generate
any sales. The Company has, outstanding to Medtronic,  a $3.2 million note which
is payable, plus interest, in April 2004. Estimated operating cash flows through
the maturity date of the note are not  sufficient to meet this  obligation.  The
Company  intends to seek  refinancing  of that note prior to its maturity  date.
However,  there is no  assurance  that the  Company  will be able to identify or
close a financing  transaction  to generate  proceeds to repay the note, or that
any such transactions will provide sufficient funds to repay the note.

     In October  2001,  EP Med  consummated  the  private  sale and  issuance of
newly-designated   Series  A  convertible   preferred  stock  to  Medtronic,   a
shareholder and creditor of EP Med, and to Century Medical,  Inc.  ("CMI"),  its
Japanese  distributor.  An  aggregate  of  1,259,717  shares  were issued in the
transactions.  The preferred  shares were issued to CMI at a price of $2.048 per
share,  and in  connection  with  that  transaction,  an  amendment  to EP Med's
Distribution Agreement was entered into with CMI, which included an extension of
the original Distribution Agreement. The transaction with Medtronic involved the
sale of the shares of  preferred  stock at a price of $1.781  per share.  EP Med
received aggregate gross proceeds of $2.4 million from those two transactions.

     CMI  converted  all of its shares of Series A  Preferred  Stock into common
shares of EP Med in the first quarter of 2002.  Medtronic  converted  300,000 of
its  shares of Series A  Preferred  Stock into  common  stock of EP Med in April
2002. The converted  stock of both CMI and Medtronic were  registered for resale
by EP Med pursuant to a  registration  statement on Form S-3, which was declared
effective by the SEC in May 2002.

     In January 2003, EP Med received  approximately $438,000 in cash related to
the sale of a portion of its unused  cumulative  New Jersey Net  Operating  Loss
carry forwards.

     On September 5, 2002, EP MedSystems entered into a stock purchase agreement
and license agreement with Boston Scientific  Corporation  ("BSC") in connection
with a strategic joint development project by EP MedSystems and BSC in the field
of cardiac electrophysiology.  It is expected that this development plan will be
completed during 2003.  Should EP MedSystems  abandon the project without cause,
an abandonment fee of $1 million in cash or EP MedSystems stock would be payable
to  BSC.  Following  the  successful  completion  of the  development  plan,  EP
MedSystems  will have marketing  rights to the technology and will pay royalties
to BSC based on the market  value of the  technology  at the time of sale.  This
stock  purchase  agreement  with BSC allows for the sale of up to  $3,000,000 of
common  stock  based  on  milestones  in  the  development  of  certain  cardiac
electrophysiology  technology. The common stock is sold at the lesser of the ten
-day  trailing  average  trading  price per share  prior to the  closing of each
installment purchase,  and $5.00 per share. Upon execution of the agreement,  EP
MedSystems  received $500,000 for 210,084 shares issued at the ten -day trailing
average  trading  price of $2.38 per share.  On  February  4, 2003,  the Company
issued  311,915  shares of common  stock in exchange for $500,000 at the ten-day
trailing average trading price of $1.60 per share.  These shares were registered
for resale on Form S-3 on April 2, 2003.  Subsequent  to the end of the quarter,
the  Company  issued  357,398  shares of common  stock in  exchange  for another
payment of $500,000 at the ten-day  trailing  average trading price of $1.39 per
share.
                                       19
<PAGE>

     Net cash used in operating  activities  in the three months ended March 31,
2003 was approximately  $676,000 as compared with a net cash provided of $25,000
in the same period in 2002.  The  increase in our net use of cash in  operations
during  2003 was  primarily  due to the net  loss of  $2,390,000,  a  $1,154,000
decrease in accounts payable, a $1,313,000 decrease in accounts receivable,  the
collection  of  $438,000  from the sale of state net  operating  losses  and the
non-cash  interest expense,  debt conversion of $1,000,000.  Payments to related
parties  are  made on  terms  similar  to  those  of  other  suppliers.  Capital
expenditures,  net of  disposals,  were $12,000 for the three months ended March
31,  2003,  as  compared  to  $58,000 in the same  period in 2002.  We expect to
purchase  capital  equipment  and  to  expand  our  manufacturing  and  assembly
capabilities  as we  continue to grow,  however,  we  currently  do not have any
commitments for purchases.  We lease office and manufacturing  space and certain
office equipment under operating leases.

     Assets  decreased  $1,066,000  from  $10,928,000  at  December  31, 2002 to
$9,862,000 at March 31, 2003 The change in assets was due to a number of factors
Accounts  receivable  decreased  approximately  $1,313,000,  as a  result  of an
increased  effort in collections  and lower sales in the quarter ended March 31,
2003,  as compared  to the same period in 2002.  Cash  increased  $849,000  from
December 31, 2002 in connection with the private placement in January 2003.

     Liabilities  decreased  $2,215,000  to  $7,010,000,  and of  that  balance,
accounts  payable  decreased  $1,154,000  to $1,431,000 at March 31, 2003 as the
result  of the use of cash  from  the  January  2003  private  placement  to pay
accounts  payable.  In connection  with that private  placement,  the promissory
notes payable to the EGS Entities of $996,000  were  converted  into equity.  In
addition,  $500,000 of long-term notes payable to Medtronic was  reclassified to
short-term  as a result of using  $500,000  received  from our receipt of equity
proceeds from an existing joint development  agreement  subsequent to the end of
the  quarter,  to repay a portion of that note  pursuant  to an  agreement  with
Medtronic.

     EP Med evaluates  the  collectability  of its  receivables  quarterly.  The
allowance  for bad  debts is based  upon  specific  identification  of  customer
accounts  for  which  collection  is  doubtful  and  EP  Med's  estimate  of the
likelihood of potential loss. To date, EP Med has experienced only modest credit
losses with respect to its accounts receivable.  To date, EP Med has experienced
insignificant  inventory  write-downs,   and  the  reserve  is  consistent  with
management's expectations.

ITEM 3. Controls and Procedures

     Within  90 days  prior  to the  date  of this  report,  we  carried  out an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and procedures, under the supervision,  and with the participation,  of
our principal executive officer and principal  financial officer.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective to timely
alert them to material  information  required to be included in our periodic SEC
reports.  It should be noted that the design of any system of  controls is based
in part upon certain  assumptions  about the  likelihood of future  events,  and
there can be no assurance  that any design will succeed in achieving  its stated
goals under all potential future conditions, regardless of how remote.
                                       20
<PAGE>

     In  addition,  we reviewed our  internal  controls,  and there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 2. CHANGES IN SECURITIES

         (a) Not applicable.

         (b) Not applicable.

         (c) On January 31, 2003, the Company  completed a $2.47 million private
             placement of its common stock to various  "accredited investors",
             including EGS Private Healthcare Partnership L.P. and EGS Private
             Healthcare Counterpart L.P., each of which is an affiliate of one
             member of EP  MedSystems'  Board of  Directors,  pursuant to Rule
             506 of  Regulation D promulgated under the Securities Act of 1933.
             The Company issued  2,007,475  shares of its common stock at a
             purchase price of $1.23 per share,  together with warrants to
             purchase  802,990  shares of common  stock,  with an exercise
             price of 110% of the trading price of EP MedSystems'  common stock
             on the date of closing of that transaction,  or $1.6943.
             With prior notice to the holders of the  warrants,  the warrants
             may be  repurchased  by the Company for $.01 per warrant at any
             time after the average  closing  price of the Company's  common
             stock,  for any twenty  consecutive  trading  days,  has equaled or
             exceeded $2.54.

             On February  4, 2003,  the  Company  issued  311,915  shares of
             common  stock in exchange  for the payment of $500,000 in
             accordance  with a previously  disclosed joint  development
             project in a private  transaction to an accredited  investor
             pursuant to Rule 506 of Regulation D under the Securities Act of
             1933.

             On April 2, 2003,  the holders of an aggregate of $750,000 of
             promissory  notes  secured by a mortgage on EP  MedSystems'
             corporate office facility  converted  $375,000 of the mortgage
             notes into 300,000 shares of common stock. Such conversion  was a
             privately  negotiated  transaction  conducted pursuant to Rule 506
             of Regulation D promulgated under the Securities Act of 1933.
             To induce the holders to convert,  EP MedSystems  reduced the
             previously  agreed to conversion  price from $2.14 per share to
             $1.25 per share.
                                       21
<PAGE>

             On April 11, 2003,  the Company  completed a $210,000  private
             placement  of its common  stock with various  "accredited
             investors"  pursuant to Rule 506 of Regulation D promulgated under
             the Securities Act of 1933. In that  transaction,  the Company
             issued 120,000 shares of its common stock for a purchase price of
             $1.75 per share.

             In April 2003,  the Company  issued  357,398 shares of common
             stock in exchange for the payment of $500,000 in accordance
             with a previously  disclosed  joint  development  project in a
             private  transaction  pursuant to Rule 506 of Regulation D
             promulgated under the Securities Act of 1933.

         (d) Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

     On April 28, 2003, the Company  issued a press release  stating that it had
received notice from Nasdaq  confirming  Nasdaq's  conditional  transfer of, and
resulting  continued  listing of, the Company's common stock on The Nasdaq Small
Cap Market and that the hearing file had been closed.  Nasdaq's confirmation has
based on the  Company's  demonstration,  through a filing by the Company of Form
8-K, on April 14, 2003, of  compliance  with a $4,000,000  stockholders'  equity
condition required by an April 1, 2003 determination by Nasdaq. The rules of the
Nasdaq Small Cap Market require the Company to maintain  shareholders' equity of
at least $2,500,000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         The exhibits are listed in the Exhibit Index appearing at page 27
         herein.

(b)      Reports on Form 8-K.

January 9, 2003,  under Item 5, the Company  reported notice from NASDAQ of
non-compliance  with the $10 million  stockholders  equity requirement  for
continued  listing on The Nasdaq  National  Market,  and the  Company's
intention to request a hearing with Nasdaq to review its determination.

January 31, 2003, under Item 9, Regulation FD Disclosure,  attaching press
release  disclosing sale of 2,007,475 shares of common stock in an exempt
private placement, with proceeds of $2.47 million.
                                       22
<PAGE>

April 14,  2003,  under Item 9  Regulation  FD  Disclosure,  filing  required
by Nasdaq to  demonstrate  compliance.  Nasdaq's  stated $4,000,000
stockholder's  equity condition for continued listing of the Company's Common
Stock on The Nasdaq SmallCap Market.  The 8-K furnished historical and proforma
balance sheet of the Company as at February 28, 2003 demonstrate compliance
with the condition.

                                       23
<PAGE>



                                   SIGNATURES

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


                                              EP MEDSYSTEMS, INC.
                                              (Registrant)

Date:  August 19, 2003               By:      /s/  Reinhard Schmidt
                                              Reinhard Schmidt
                                              President and Chief
                                              Executive Officer and Director
                                              (Principal Executive Officer)


Date:  August 19, 2003               By:      /s/ Matthew C. Hill
                                              Matthew C. Hill
                                              Chief Financial Officer
                                              (Principal Financial Officer)









                                       24
<PAGE>


                                                                Exhibit 99.1

                                  CERTIFICATION

     I,  Reinhard   Schmidt,   President  and  Chief  Executive  Officer  of  EP
MedSystems, Inc., certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of EP
 MedSystems, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
 any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
 have:

                  a) designed such disclosure controls and procedures to ensure
          that material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the
         filing date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board or directors (or persons
performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the
         registrant's ability to record, process, summarize and report financial
         data and have identified for the registrant's auditors any material
         weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
         management or other employees who have a significant role in
         the registrant's internal controls; and

         6.       The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: August 19, 2003                   /s/ Reinhard Schmidt
                                        Reinhard Schmidt
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)
                                       25
<PAGE>

                                                                Exhibit 99.2
                                  CERTIFICATION

         I, Matthew Hill, Chief Financial Officer of EP MedSystems, Inc.,
 certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of EP
 MedSystems, Inc.;

         2.       Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;

         3.       Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

         4.       The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
 have:

                  a) designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly report our conclusions about
         the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;

         5.       The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board or directors (or persons
performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                  b) any fraud, whether or not material, that involves m
         anagement or other employees who have a significant role in
         the registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 19, 2003                        /s/ Matthew C. Hill
                                             Matthew C. Hill
                                             Chief Financial Officer
                                             (Principal Financial Officer)
                                       26
<PAGE>


                                  EXHIBIT INDEX

Exhibit Number    Description

         3.1               Amended and Restated Certificate of Incorporation(1).

         3.2               Certificate of Amendment to the Amended and Restated
                           Certificate of Incorporation (2).

         3.3               Bylaws, as amended (1).

         4.1               Form of Common Stock Purchase Agreement, dated April
                           9, 1998, between EP Med and the Purchasers named
                           therein (3).

         4.2               Form of Registration Rights Agreement, dated April 9,
                           1998, between EP Med and the Purchasers named therein
                           (3).

         4.3               Form of Common Stock and Warrant Purchase Agreement,
                           dated as of August 31, 1999, between EP Med and the
                           Purchasers named therein (including Exhibit A: Form
                           of Registration Rights Agreement and Exhibit B: Form
                           of Warrant) (4).

         4.4               Form of Replacement Warrant, dated as of February 15,
                           2000, between EP Med and the Purchasers (including
                           Amendment to Registration Rights Agreement and Form
                           of Replacement Warrant) (5).

         4.5               Form of Amended and Restated Common Stock and Warrant
                           Purchase Agreement, dated as of February 16, 2001,
                           between EP Med and the Purchasers named therein
                           (including Exhibit A: Form of Registration Rights
                           Agreement
                           and Exhibit B: Form of Warrant) (6).

         4.6               Registration Rights Agreement, dated March 28, 2001,
                           between EP Med and the Purchasers named therein (7).

         4.7               Warrant, dated March 28, 2001, issued by EP Med to
                           Cardiac Capital, LLC (7).

         4.8               Warrant, dated March 28, 2001, issued by EP Med to
                           Texada Trust (7).

         4.9               Warrant, dated as of July 20, 2001, issued by EP Med
                           to Reinhard Schmidt (8).

         4.10              Preferred Stock Purchase Agreement, dated as of
                           October 23, 2001, between EP MedSystems and Century
                           Medical, Inc. (2).

         4.11              Registration Rights Agreement, dated as of October
                           23, 2001, between EP MedSystems and Century Medical,
                           Inc. (2).
                                       27
<PAGE>

         4.12              First Amendment to Distribution Agreement, dated as
                           of October 23, 2001, between EP MedSystems and
                           Century Medical, Inc. (2).

         4.13              Preferred Stock Purchase Agreement, dated as of
                           October 23, 2001, between EP MedSystems and
                           Medtronic, Inc. (2).

         4.14              Registration Rights Agreement, dated as of October
                           23, 2001, between EP MedSystems and Medtronic, Inc.
                           (2).

         4.15              Stock Purchase Agreement, dated as of September 5,
                           2002, between EP MedSystems, Inc. and Boston
                           Scientific Corporation (9).

         4.16              Registration Rights Agreement, dated as of September
                           5, 2002, between EP MedSystems, Inc. and Boston
                           Scientific Corporation (9).

         4.17              Common Stock and Warrant Purchase Agreement, dated as
                           of January 31, 2003, by and between EP MedSystems,
                           Inc. and each of the several purchasers named in
                           Exhibit A thereto.(17)

         4.18              Registration Rights Agreement, dated as of January
                           31, 2003, by and between EP MedSystems, Inc. and the
                           Initial Investors referred to therein.(17)

         4.19              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to Michael R. Hamblett.(17)

         4.20              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to Heimdall Investments Ltd.(17)

         4.21              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to MedCap Partners L.P.(17)

         4.22              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to Bonanza Capital Masterfund Ltd.
                           (17)

         4.23              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to EGS Private Healthcare
                           Partnership, L.P.(17)

         4.24              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to EGS Private Healthcare
                           Counterpart, L.P.(17)

         4.25              Warrant, dated January 31, 2003, issued by EP
                           MedSystems, Inc. to Adams, Harkness & Hill, Inc.(17)

         4.26              Amended and Restated Secured Promissory Note issued
                           to Medtronic International Limited on March 13, 2003,
                           together with First Amendment to Note Purchase
                           Agreement, dated March 13, 2003, between Medtronic
                           International Limited and EP MedSystems, Inc.(17)
                                       28
<PAGE>

         4.27              Mortgage Note, dated November 21, 2002, issued to
                           William Winstrom, in the principal amount of
                           $375,000, together with related Mortgage and Security
                           Agreement.(17)

         4.28              Mortgage Note, dated November 21, 2002, issued to
                           Anthony Varrichio, in the principal amount of
                           $375,000, together with related Mortgage and
                           Security Agreement.(17)

         10.1              License Agreement, dated as of November 1, 1995,
                           between EP Med and Dr. Eckhard Alt, as amended (1).

        10.2               License Agreement, dated as of November 1, 1995,
                           between EP Med and Sanjeev Saksena (1).

        10.3               Exclusive License Agreement, dated February 27, 1997
                           between EP MedSystems and EchoCath, Inc. (10).

        10.4               Settlement Agreement, dated November 6, 2001 between
                           EP MedSystems and EchoCath, Inc. (11).

        10.5               Master Manufacturing Agreement, dated April 16, 1996,
                           between EP Med and Hi Tronics Designs, Inc. (1).

        10.6*              Amended and Restated 1995 Long-Term Incentive Plan
                           (12).

        10.7*              Amended and Restated 1995 Director Option Plan (12).

        10.8*              2002 Stock Option Plan (13).

        10.9               Agreement of Lease, dated August 25, 1997, between
                           EP Med and Provident Mutual Life Insurance Company,
                           as landlord (14).

        10.10              Note Purchase Agreement, dated as of November 15,
                           2000, between EP Med and Medtronic Asset Management,
                           Inc. (15).

        10.11             Secured Promissory Note, dated November 15, 2000,
                          issued by EP Med to Medtronic Asset Management, Inc.
                         (15).

        10.12             Stock Pledge Agreement, dated as of November 15,
                          2000, between Medtronic Asset Management, Inc. and
                          David Jenkins (15).

        10.13             Subordination Agreement, dated as of November 15,
                          2000, between Medtronic Asset Management, Inc. and
                          Fleet National Bank (15).

        10.14             Agreement, dated as of March 9, 1998, between ProCath
                          Corporation and Allan Willis (16).

        10.15             License Agreement, dated as of January 21, 1998,
                          between EP Med and Incontrol, Inc. (8).
                                       29
<PAGE>

        10.16             Employment Agreement, dated as of July 20, 2001,
                          between EP Med and Reinhard Schmidt (8).

        10.17             Stock Purchase Agreement dated September 5, 2002
                          between EP Med and Boston Scientific Corporation
                          (without exhibits) (9).

        10.18             Bridge Loan and Security Agreement, dated December 30,
                          2002, between EP MedSystems, Inc. and EGS Healthcare
                          Limited Partnership.(17)

        21.1              Subsidiaries of the Registrant.(17)

        99.1**            Certification Pursuant to 18 U.S.C. Section 1350, as
                          Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                          Act of 2002.

        99.2**            Certification Pursuant to 18 U.S.C. Section 1350, as
                          Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                          Act of 2002.

     ______________________________

     *Denotes management contract or compensatory plan or arrangement.
     **Filed herewith.

1.       Incorporated by reference from EP MedSystems, Inc.'s Registration
         Statement on Form SB-2 and Pre-Effective Amendments No. 1  and 2
         thereto previously filed with the Commission on April 18, 1996, May 28,
         1996 and June 13, 1996, respectively.

2.       Incorporated by reference from EP MedSystems, Inc.'s Quarterly Report
         on Form 10-QSB for the quarter ended September 30, 2001, previously
         filed with the Commission.

3.       Incorporated by reference from EP MedSystems, Inc.'s Current Report on
         Form 8-K dated April 15, 1998, previously filed with
         the Commission.

4.       Incorporated by reference from EP MedSystems, Inc.'s Current Report on
         Form 8-K, dated September 7, 1999, previously filed with the
         Commission.

5.       Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB for the year ended December 31, 1999, previously filed with
         the Commission.

6.       Incorporated by reference from EP MedSystems, Inc.'s Current Report on
         Form 8-K, dated February 26, 2001, previously filed with the
         Commission.

7.       Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB for the year ended December 31, 2000, previously filed with
         the Commission.

8.       Incorporated by reference from EP MedSystems, Inc.'s Registration
         Statement on Form SB-2 and Pre-Effective Amendments No.1 through 4
         previously filed with the Commission on June 26, 2001, August 24, 2001,
         September 28, 2001 and October 12, 2001, respectively.

                                       30
<PAGE>
9.       Incorporated by reference form EP MedSystems, Inc.'s Quarterly Report
         on Form 10-QSB for the quarter ended September 30, 2002, previously
         filed with the Commission.

10       Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB for the year ended December 31, 1996, previously filed with
         the Commission.

11.      Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB/A for the year ended December 31, 2001, previously filed
         with the Commission.

12.      Incorporated by reference from EP MedSyems, Inc.'s Proxy Statement for
         the Annual Meeting of Shareholders held on October 30, 1997, previously
         filed with the Commission.

13.      Incorporated by reference from EP MedSyems, Inc.'s Proxy Statement for
         the Annual Meeting of Shareholders held on August 29, 2002, previously
         filed with the Commission.

14.      Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB/A for the year ended December 31, 1997, previously filed
         with the Commission.

15.      Incorporated by reference form EP MedSystems, Inc.'s Quarterly Report
         on Form 10-QSB for the quarter ended September 30, 2000, previously
         filed with the Commission.

16.      Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB/A for the year ended December 31, 2000, previously filed
         with the Commission.

17.      Incorporated by reference from EP MedSystems, Inc.'s Annual Report on
         Form 10-KSB for the year ended December 31, 2002, previously filed with
         the Commission.

                                       31