---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

X      Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended June 30, 2001
Commission File No. 0-18602

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

|Minnesota                                | 41-1595629                          
|---------------------------------------- | ------------------------------------
|(state or other jurisdiction of          | (I.R.S. Employer Identification No.)
|incorporation or organization)           |                                     
|                                         |                                     
|3905 Annapolis Lane, Suite 105           | 55447                               
|Minneapolis, Minnesota                   | (Zip Code)                          
|(Address of principal executive offices)

Registrants telephone number, including area code: (763) 553-7736

Former name, if changed since last report: N/A

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes X     No

The number of shares
outstanding of each of the registrants classes of common stock as of July
27, 2001 was:

|Common Stock $.01 par value | 22,172,705 shares
|--------------------------- | -----------------



ATS MEDICAL, INC.

INDEX

|PART I. | FINANCIAL INFORMATION | Page
|------- | --------------------- | ----

|Item 1. | Statements of Financial Position 
June 30, 2001 (unaudited) andDecember 31, 2000 | 3
|------- | --------------------------------------------------------------------------------- | -

| | Statements of Operations 
Three and Six Months Ended June 30, 2001 and2000 (unaudited) | 4
| | --------------------------------------------------------------------------------------- | -

| | Statements of Cash Flows 
Three and Six Months Ended June 30, 2001 and2000 (unaudited) | 5
| | --------------------------------------------------------------------------------------- | -

| | Notes to Financial Statements | 6
| | ----------------------------- | -

|Item 2. | Managements Discussion and Analysis of
Financial Condition and Results of Operations | 7
|------- | ------------------------------------------------------------------------------------- | -

|Item 3. | Quantitative and Qualitative Disclosures About
Market Risk | 13
|------- | ---------------------------------------------------------- | --

|PART II. | OTHER INFORMATION | 14
|-------- | ----------------- | --

| | Signatures | 15
| | ---------- | --



Item 1      Financial Statements

ATS MEDICAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION

|Assets                                            | June 30,2001(Unaudited) | December 31,2000(Note)
|------------------------------------------------- | ----------------------- | ----------------------
|                                                  |                         |                       
|Current assets:                                   |                         |                       
|Cash and cash equivalents                         |                         |                       
|Short-term investments                            |                         |                       
|                                                 
|                                                  |                         |                       
|Accounts receivable, less allowance of $434,800   |                         |                       
|in 2001 and $425,000 in 2000                      |                         |                       
|Inventories                                       |                         |                       
|Prepaid expenses                                  |                         |                       
|                                                 
|Total current assets                              |                         |                       
|                                                  |                         |                       
|Furniture, machinery and equipment, net           |                         |                       
|                                                  |                         |                       
|Other assets                                      |                         |                       
|                                                 
|Total assets                                      |                         |                       
|                                                 
|                                                  |                         |                       
|Liabilities and shareholders equity              |                         |                       
|                                                  |                         |                       
|Current liabilities:                              |                         |                       
|Accounts payable                                  |                         |                       
|Accrued payroll and expenses                      |                         |                       
|                                                 
|Total current liabilities                         |                         |                       
|                                                 
|                                                  |                         |                       
|Long-term debt                                    |                         |                       
|                                                  |                         |                       
|Shareholders equity:                             |                         |                       
|Common Stock, $.01 par value:                     |                         |                       
|Authorized 40,000,000 shares; Issued and          |                         |                       
|outstanding 22,170,455 and 22,097,501 shares at   |                         |                       
|June 30, 2001 and December 31, 2000, respectively |                         |                       
|Additional paid-in capital                        |                         |                       
|Accumulated deficit                               |                         |                       
|                                                 
|Total shareholders equity                        |                         |                       
|                                                 
|Total liabilities and shareholders equity        |                         |                       
|                                                 

|Note: | The
balance sheet at December 31, 2000 has been derived from the audited financial statements
at that date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See notes to condensed financial statements.



ATS MEDICAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

|                                               | Three months ended June 30, | Six months ended June 30,
|---------------------------------------------- | --------------------------- | -------------------------
|
|                                               |                             |                          
|Net sales                                      |                             |                          
|Less cost of goods sold                        |                             |                          
|                                              
|Gross profit                                   |                             |                          
|                                               |                             |                          
|Expenses:                                      |                             |                          
|Research, development and engineering          |                             |                          
|Sales and marketing                            |                             |                          
|General and administrative                     |                             |                          
|                                              
|Total expenses                                 |                             |                          
|                                              
|Operating loss                                 |                             |                          
|                                               |                             |                          
|Interest income                                |                             |                          
|                                              
|Net income (loss)                              |                             |                          
|                                              
|                                               |                             |                          
|Net income (loss) per share:                   |                             |                          
|Basic                                          |                             |                          
|Diluted                                        |                             |                          
|                                               |                             |                          
|Weighted average number of shares outstanding: |                             |                          
|Basic                                          |                             |                          
|Diluted                                        |                             |                          

See notes to condensed financial statements.



ATS MEDICAL, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

|                                                       | Six Months Ended June 30,
|------------------------------------------------------ | -------------------------
|
|Operating activities                                   |                          
|Net income (loss)                                      |                          
|Adjustments to reconcile net income (loss) to net cash |                          
|used in operating activities:                          |                          
|Depreciation                                           |                          
|Loss on disposal of equipment                          |                          
|Changes in operating assets and liabilities:           |                          
|Accounts receivable                                    |                          
|Prepaid expenses                                       |                          
|Other assets                                           |                          
|Inventories                                            |                          
|Accounts payable and accrued expenses                  |                          
|                                                      
|Net cash used in operating activities                  |                          
|                                                       |                          
|Investing activities                                   |                          
|Purchase of short-term investments                     |                          
|Sale of short-term investments                         |                          
|Purchases of furniture, machinery and equipment        |                          
|                                                      
|Net cash provided by investing activities              |                          
|                                                       |                          
|Financing activities                                   |                          
|Net proceeds from sale of common stock                 |                          
|                                                      
|Net cash provided by financing activities              |                          
|                                                       |                          
|Effect of exchange rate changes on cash                |                          
|                                                      
|Increase in cash and cash equivalents                  |                          
|Cash and cash equivalents at beginning of period       |                          
|                                                      
|Cash and cash equivalents at end of period             |                          
|                                                      

See notes to condensed financial statements.



ATS MEDICAL, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2001

Note A  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001.



|Item 2. | Managements
Discussion and Analysis of Financial Condition and
Results of Operations
|------- | -------------------------------------------------------------------------------------

We manufacture and market a mechanical bileaflet heart valve
with a unique pivot design. Our heart valve is used to treat heart valve failure
caused by the natural aging process, rheumatic heart disease and congenital
defects. On October 13, 2000, the FDA approved our PMA application to
sell the ATS heart valve in the United States. We have received regulatory
approvals to market the ATS heart valve in several international markets,
principally Europe, Japan and Australia.

We commenced selling the ATS heart valve in international
markets in 1992. We sell the valve to independent distributors with assigned
territories (generally a specific country or region) who in turn sell the valve
to hospitals or clinics. Sales to our international distributors are denominated
in U.S. dollars so currency risk is borne by the distributor; however, as the
dollar increases in value relative to the distributors local currency, the
cost of the valve increases for the distributor even though ATS does not change
the selling price. Since receiving FDA approval to market the ATS heart valve in
the United States, we have begun hiring a direct sales force to sell the ATS
heart valve in the United States.

We currently purchase all of the pyrolytic carbon components for
the ATS heart valve from Sulzer-Carbomedics, Inc, (Carbomedics)
pursuant to a multi-year supply agreement. The cost of the pyrolytic carbon
components represents approximately 80% of the total cost of the ATS heart
valve. Under the supply agreement, the cost of the pyrolytic carbon components
has varied according to annual volume purchases and is adjusted annually by
reference to increases in the U.S. Department of Labor Employment Cost Index. In
December 1999, we renegotiated the supply agreement with Carbomedics. The supply
agreement, as amended, provides for significant reductions in our minimum
purchase requirements and unit costs as of January 1, 2001. In addition, under a
new carbon agreement, Carbomedics has granted us an exclusive right to use its
carbon coating technology to manufacture pyrolytic carbon components for the ATS
heart valve. Carbomedics also has agreed to assist us in establishing our own
pyrolytic carbon component manufacturing facility. In return, we have agreed to
pay a license fee totaling $41 million over seven years, subject to attainment
of specified milestones. In December 2000, we again amended the supply agreement
to purchase additional valves in 2001 and eliminate the minimum units for 2007.

Results of Operations

Net sales for the quarter ended June 30, 2001 increased 63% to
$4,415,222 compared to $2,704,180 for the quarter ended June 30, 2000. We posted
a gain of 298% in revenue in the United States, and 50% increase in
International revenue. The large gain in the United States is due to FDA
approval. In the quarter ended June 30, 2000 we were selling to centers
participating in our clinical study of the valve. In the quarter ended June 30,
2001 we were able to sell to any U.S. hospital. U.S. sales for the quarter ended
June 30, 2001 increased 44% over U.S. sales for the quarter ended March 31,
2001. Unit sales for the quarter ended June 30, 2001 increased by 48% compared
to quarter ended June 30, 2000. During the quarter ended June 30, 2001 the euro
continued to trade at low levels in exchange value against the U.S. dollar.



Net sales for the six months ended June 30, 2001 totaled $8,668,795 compared to
$6,831,535 for the six months ended June 30, 2000. Unit sales for the six months
ended June 30, 2001 increased by 19% compared to six months ended June 30, 2000.
The average selling price of the Valve increased approximately 11% for the
quarter ended June 30, 2001 compared to the quarter ended June 30, 2000 and
increased approximately 7% for the six months ended June 30, 2001 compared to
the six months ended June 30, 2000. The Company reports the selling price to the
hospital in the U.S. market, while the company reports the selling price to the
distributor outside the U.S. market. As U.S. sales increase as a percentage of
overall sales, the overall average selling price may increase, while the average
selling prices in some international markets may be declining. Pressure
continues to be applied by hospital administrators for lower prices and the
willingness of competitors to reduce prices will continue to put pressure on
revenue growth and margins.

In the United States, we are establishing a direct sales force
to sell the valve. Valves are consigned to hospitals desiring to use the ATS
Valve and a sale is recorded once the valve is implanted. We had 21 sales people
located in four regions throughout the United States at June 30, 2001. We have
been hiring individuals with previous cardiovascular product sales experience
and plan to add five to ten additional sales people in the U.S. The launch of a
critical product such as a heart valve is an ongoing process. The sales
cycle for new accounts can take from one to three months. While we feel we
have a superior product, there are much larger competitors, with larger staffs
and greater financial resources with competing heart valves so that the rate at
which we open new accounts and realize new implants is difficult to forecast
from quarter to quarter.

Cost of sales for the three months ended June 30, 2001 totaled
$2,872,188 or 65% of sales compared to $1,805,718 or 67% of sales for the three
months ended June 30, 2000. Cost of sales for the six months ended June 30, 2001
totaled $5,480,348 or 63% compared to $4,389,770 or 64% for the six months ended
June 30, 2000. The price of the carbon components contained in the Valves sold
in the first half of 2001 decreased 4.5% as compared to the cost of carbon
components contained in the Valves sold in the first half of 2000. Based upon
the Companys internal sales projections, the price of the carbon contained
in Valves sold in the remainder of 2001 is expected to be approximately the same
as in 2000. The Company uses the first-in first-out (FIFO) method of
accounting for inventory. All of the Valves sold in the second quarter of 2001
were made with carbon purchased in 1998 (under FIFO). The cost of carbon
components, after giving effect to volume discounts and inflationary adjustments
decreased 4.5% in 1998, rose 3.8% for 1999, and decreased 6.0% in 2000 compared
to each previous year, respectively. For 2001 (the first year of the amended
supply contract) the Company is paying 17.7% less for carbon components than in
2000.

Gross profit totaled $1,543,034 for the quarter ended June 30,
2001 or 35% of sales, compared to gross profit of $898,462 or 33% of sales for
quarter ended June 30, 2000. For the six months ended June 30, 2001 gross profit
totaled $3,188,447 or 37% of sales compared to gross profit for the six months
ended June 30, 2000 of $2,441,765 or 36% of sales. The average selling price per
unit increased in the first half 2001 compared to the first half 2000 and while
the average cost per unit sold increased slightly, gross margin was able to
increase.



Research, development and engineering expenses totaled
$1,090,962 for the quarter ended June 30, 2001 versus $518,657 for the quarter
ended June 30, 2000, an increase of 110%. For the six months ended June 30, 2001
research, development and engineering expenses totaled $1,848,876 an increase of
97% over the $939,732 research, development and engineering expense reported for
the six months ended June 30, 2000. The major portion of the increase is due to
spending on our own carbon manufacturing facility. The focus during the six
months ended June 30, 2001 was on training ATS personnel on the new carbon
manufacturing equipment, which is currently being installed, and documenting
procedures.

Sales and marketing expenses increased dramatically in the
quarter ended June 30, 2001 to $1,231,375 compared to $186,101 in the quarter
ended June 30, 2000. For the six months ended June 30, 2001 sales and marketing
expenses totaled $2,299,087 compared to $407,736 for six months ended June 30,
2000. The addition of 21 sales people and marketing expenses for the launch of
the valve in the United States in 2001 were primarily responsible for the
increase.

General and administrative expenses totaled $853,609 for the
three months ended June 30, 2001, an increase from the $667,307 reported for the
three months ended June 30, 2000. For the six months ended June 30, 2001 general
and administrative expenses totaled $1,669,287 an increase of 30% over the
$1,288,264 general and administrative expense reported for the six months ended
June 30, 2000. The Company had 131 employees at June 30, 2001 compared to 89
employees at June 30, 2000. The addition of support personnel in shipping and
other administrative functions is one of the major causes of the increase. The
Company accrued $115,000 for a management bonus program in the six months ended
June 30, 2001. No accrual was made in the six months ended June 30, 2000.

Interest income totaled $285,149 for the quarter ended June 30,
2001 compared to $239,459 for the quarter ended June 30, 2000. Interest income
for the six months ended June 30, 2001 totaled $705,723 compared to $360,818 for
the six months ended June 30, 2000. The increase in interest income in 2001 was
the result of higher average investable cash balances during 2001.

The Company recorded a net loss of $1,347,763 or ($0.06) per
share for the quarter ended June 30, 2001 compared to a net loss of $234,144 or
($0.01) per share for the quarter ended June 30, 2000. For six months ended June
30, 2001, the company recorded a net loss of $1,923,080 or ($0.09) per share
compared to net income of $166,851 or $0.01 per share for the six months ended
June 30, 2000. The increase in R & D spending and the costs associated with
the direct sales force are the major factors in the losses for the quarter and
six months ended June 30, 2001. The Company needs to increase sales,
particularly in the United States, in order to return to profitability in future
quarters.

The Company has accumulated approximately $14 million of net
operating loss carryforwards for U.S. tax purposes. The Company believes that
its ability to fully utilize the existing net operating loss carryforwards will
be restricted to approximately $3 million per year. The Company incurred losses
in the first and second quarters of 2001 and did not accrue any taxes.



Liquidity and Capital Resources

Cash, cash equivalents and short-term investments decreased by
$7,197,699 from $31,077,465 at December 31, 2000 to $23,879,766 at June 30,
2001. The Company will continue to use more cash than is generated from
operations in 2001, as it invests in the direct sales force, purchases carbon
components from Carbomedics and continues to equip and test its carbon
manufacturing facility.

During 2001, the Company has contracted to purchase $12.0
million of components in accordance with the terms of its amended long-term
supply agreement with Carbomedics, Inc. (the Supply Agreement).
These purchases under the Supply Agreement are not tied to sales of the Valve
and the Company does not expect sales of the Valve to exceed the minimum
purchase requirements under the Supply Agreement until at least 2002.

In December 1999, the Company renegotiated its supply agreement
with Carbomedics. The Supply Agreement, as amended, provides for significant
reductions in the Companys minimum purchase requirements and unit costs
for the years 2001 through 2007. The Company estimates that its minimum
purchase requirements under the Supply Agreement from 2002 through 2006 will
total approximately $27 million. Under the new carbon agreement entered into in
December 1999, the Company has agreed to pay Carbomedics a license fee of $41 million in installments over the
next seven years. In addition to granting the Company an exclusive worldwide
right and license to use its carbon coating technology to manufacture pyrolytic
carbon components for the Valve under this agreement, Carbomedics has agreed to
assist the Company in designing, building and commencing operations in its own
pyrolytic carbon production facility in Minneapolis, Minnesota.

Accounts receivable increased from $6,581,315 at December 31,
2000 to $7,856,568 at June 30, 2001. The Companys sales in international
markets have been in U.S. dollars. The U.S.dollar has been gaining in exchange
value with most international currencies and, in particular, the Euro for nearly
three years. The Companys first response to the pricing pressures created
by the falling Euro was to extent payment terms. Days Sales Outstanding in
accounts receivable were 175 days at June 30, 2001 compared to 165 days at
December 31, 2000.

Current liabilities decreased from $3,828,671 at December 31,
2000 to $2,545,462 at June 30, 2001. The majority of the decrease is in accounts
payable and is related to the amount owing to Carbomedics under the Supply
Agreement.

Based upon the current rate of sales, the anticipated purchase
obligations under the Supply Agreement, the license fee payments under the
carbon agreement, the expenses associated with establishing a direct sales force
in the United States and other expected expenses, the Company anticipates that
cash and marketable securities on hand at June 30, 2001 should meet its
requirements through at least 2002. Depending on the rate of increase in sales
the Company may need additional capital and if it does, the Company cannot be
certain that additional capital will be available or that, if available, it will
be on terms favorable to the Company.



The Company does not use derivatives and therefore does not face
market risk from currency or interest rate changes on these types of
instruments. If we were required to finance future operations with debt we would
have exposure to increases in interest rates on borrowings.

The Single European Currency

A significant portion of the Companys sales occur in
Europe. The Company sells to all of its customers in U.S. dollars. The
Companys selling prices are similar to most of its European distributors
and therefore should not cause significant disruption whether in dollars or
euros. From its introduction in January 1999, the rate of exchange for the Euro
versus the U.S. dollar declined by as much as 34%. Several of the Companys
European distributors were unable to increase their local currency selling price
for the Valve, and, as a result, they informed us that their profits were being
squeezed. Europe is a very important market for the Company. Disruption or loss
of a portion of the European business could have a material and adverse impact
on the Companys financial position.

Cautionary Statement Pursuant to the Private Securities Litigation Reform
Act of 1995

The Private Securities Litigation Reform Act of 1995 (the
Act) provides a safe harbor for forward-looking
statements to encourage companies to provide prospective information about their
business, so long as those statements are identified as forward-looking and are
accompanied by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those discussed in the
statement. ATS Medical, Inc. desires to take advantage of the safe harbor
provisions with respect to any forward-looking statements it may make in this
filing, other filings with the Securities and Exchange Commission and any public
oral statements or written releases. The words or phrases will
likely, is expected, will continue, is
anticipated, estimate, projected,
forecast, or similar expressions are intended to identify
forward-looking statements within the meaning of the Act. Such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. The Company cautions readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made.

In accordance with the Act, the Company identifies the following
important general factors which if altered from the current status could cause
the Companys actual results to differ from those described in any
forward-looking statements: the continued acceptance of the Companys
mechanical heart Valve in international markets, the rate of increase of
acceptance of the Valve in the United States, the Companys ability to
recruit, hire and manage a direct sales force in the United States, the
continued performance of the Companys mechanical heart valve without
structural failure, the actions of the Companys competitors including
pricing changes and new product introductions, the continued performance of the
Companys independent distributors in selling the Valve, the risk of
product returns in connection with distributor terminations, the actions of the
Companys supplier of pyrolytic carbon components for the Valve and
difficulties the Company may encounter establishing and operating their own
pyrolytic carbon manufacturing capability. This list is not exhaustive, and the
Company may supplement this list in filings with the Securities and Exchange
Commission (e.g., Exhibit 99 to the Companys Annual Report on Form 10-K
for the year ended December 31, 2000) or in connection with the making of any
specific forward-looking statement.



Item 3.   Quantitative and Qualitative Disclosures about Market Risk

The primary objective of our investment activities is to
preserve principal while at the same time maximizing the income we receive from
our investments without significantly increasing risk. Some of the securities
that we invest in may have market risk. This means that a change in prevailing
interest rates may cause the fair market value of the principal amount of the
investment to fluctuate. For example, if we hold a security that was issued with
a fixed interest rate at the then-prevailing rate and the prevailing interest
rate later rises, the fair value of the principal amount of our investment will
probably decline. To minimize this risk we maintain our portfolio of cash
equivalents and short-term investments in a variety of securities, including
commercial paper, money market funds, government and non-government debt
securities. The average duration of all of our investments has generally been
less than one year. Due to the short-term nature of these investments, we
believe we have no material exposure to interest rate risk arising from our
investments.

The Company does not use derivatives and therefore does not face market
risk from currency or interest rate changes on these types of instruments.



PART II.    OTHER INFORMATION

|Item 1. | Legal ProceedingsNone
|------- | ---------------------

|Item 2. | Changes in SecuritiesNone
|------- | -------------------------

|Item 3. | Defaults Upon Senior SecuritiesNone
|------- | -----------------------------------

|Item 4. | Submission of Matters to a Vote of Security Holders
The annual meeting of Shareholders of the Company was held on May 1, 2001 at which
time (i) five nominees were elected to the Board of Directors for one-year
terms, (ii) the appointment of Ernst & Young LLP as the independent auditors
of the Company was approved. Proxies for the Company were solicited pursuant to
Section 14(a) of the Securities Exchange act of 1934, as amended, and there was
no solicitation in opposition to managements solicitations. All nominees
for directors as listed in the proxy statement were elected. The voting results
were as follows:
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | For | Against    | Withheld | BrokerNon-Votes
|----------------------- | --- | ---------- | -------- | ---------------
|Election of Directors:  |     |            |          |                
|Manuel A. Villafana     |     | 14,727,843 |          | 0              
|Richard W. Kramp        |     | 15,244,450 |          | 0              
|Charles F. Cuddihy, Jr. |     | 18,150,798 |          | 0              
|David L. Boehnen        |     | 18,151,486 |          | 0              
|A. Jay Graf             |     | 18,151,425 |          | 0              
|                        |    
|Approval of Independent |    
|Auditors                |     | 17,181,544 |          | 997,186        

|Item 5. | Other InformationNone
|------- | ---------------------

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

| | (a) Exhibits
| | ------------

| |  | None
| |  | ----

| | (b) Reports on Form 8-K
| | -----------------------

| |  | None
| |  | ----



SIGNATURES

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

|Date: July 30, 2001 |  | ATS MEDICAL, INC.                     | 
|------------------- |  | ------------------------------------- | 
|                    |  |                                       | 
|                    |  |                                       | 
|                    |  | By:  /s/ John H. Jungbauer            | 
|                    |  | John H. Jungbauer, Vice President/CFO | 
|                    |  | (Principal Financial Officer and      | 
|                    |  | Authorized Signatory)                 |