================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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, 2004

                         Commission File Number 0-20734

                              e.Digital Corporation
             (Exact name of registrant as specified in its charter)


           Delaware                                          33-0865123
           --------                                          ----------
(State or other jurisdiction of                      (I.R.S. Empl. Ident. No.)
incorporation or organization)

13114 Evening Creek Drive South, San Diego, California               92128
------------------------------------------------------               -----
      (Address of principal executive offices)                     (Zip Code)

                                 (858) 679-1504
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period 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 |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date:

Common Stock, par value $0.001                            164,745,796
------------------------------                            -----------
          (Class)                               (Outstanding at August 5, 2004)


================================================================================
<PAGE>

e.DIGITAL CORPORATION

                                      INDEX

                                                                            Page
PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements (unaudited):

                 Consolidated Balance Sheets as of June 30, 2004 and
                 and March 31, 2004                                            3

                 Consolidated Statements of Operations for the three
                 months ended June 30, 2004 and 2003                           4

                 Consolidated Statements of Cash Flows for the three
                 months ended June 30, 2004 and 2003                           5

                 Notes to Interim Consolidated Financial Statements            6

         Item 2. Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                       12

         Item 3. Quantitative and Qualitative Disclosure about Market Risk    21

         Item 4. Controls and Procedures                                      21


PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                            21
         Item 2. Changes in Securities                                        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


SIGNATURES                                                                    23


                                       2
<PAGE>

Part I. Financial Information
Item 1. Financial Statements:
e.Digital Corporation and subsidiary

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      June 30, 2004    March 31, 2004
                                                                                       (Unaudited)       (Audited)
                                                                                            $               $
                                                                                      -------------------------------
<S>                                                                                      <C>            <C>
ASSETS
Current
Cash and cash equivalents                                                                  686,789        467,954
Accounts receivable, trade, less allowance of $118,087 and $174,255
  for doubtful accounts, respectively                                                        2,294         36,151
Inventory net of allowance for obsolete inventory of $0 and $4,600 respectively               --            5,009
Deposits and prepaid expenses                                                              830,712         29,085
                                                                                      ---------------------------
Total current assets                                                                     1,519,795        538,199
                                                                                      ---------------------------
Property and equipment, net of accumulated depreciation of
   $453,441 and $398,760 , respectively                                                    155,246        158,638
                                                                                      ---------------------------
    Total assets                                                                         1,675,041        696,837
                                                                                      ===========================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current
Accounts payable, trade                                                                    461,885        385,453
Other accounts payable and accrued liabilities                                              25,839         70,852
Accrued lease liability                                                                    515,000        515,002
Accrued employee benefits                                                                  159,988        185,737
Dividends                                                                                  277,092        246,798
Deferred revenue                                                                           104,502        107,056
Customer deposits                                                                        1,035,625           --
Unsecured promissory notes, short term                                                     168,750        123,405
                                                                                      ---------------------------
    Total current liabilities                                                            2,748,681      1,634,303
                                                                                      ---------------------------
Deferred revenue                                                                            50,773         69,387
Unsecured promissory note                                                                  750,000        767,220
Convertible subordinated promissory notes, less $160,783 and $0 for amortization
   of warrant, respectively                                                                499,217           --
                                                                                      ---------------------------
    Total liabilities                                                                    4,048,671      2,470,910
                                                                                      ---------------------------

Commitments and Contingencies

Stockholders' deficit
Preferred stock, $0.001 par value; 5,000,000 shares authorized
  Series D Convertible Preferred stock 250,000 shares designated:145,000 and 145,000
    issued and outstanding, respectively. Liquidation preference
   of $1,712,450 and $1,670,883, respectively                                            1,450,000      1,450,000
  Series E Convertible and Redeemable Preferred stock 15,000 shares designated:
    3,650 and 8,768 issued and outstanding, respectively. Liquidation preference
   of $383,169 and $902,715 respectively                                                   350,250        862,050
Common stock, $0.001 par value, authorized 200,000,000,
   162,934,541 and 160,527,868 shares outstanding, respectively                            162,935        160,528
Additional paid-in capital                                                              65,008,397     64,316,408
Dividends                                                                                 (277,092)      (246,798)
Accumulated deficit                                                                    (69,068,120)   (68,316,261)
                                                                                      ---------------------------
Total stockholders' deficit                                                             (2,373,630)    (1,774,073)
                                                                                      ---------------------------

Total liabilities and stockholders' deficit                                              1,675,041        696,837
                                                                                      ===========================
</TABLE>

See notes to interim consolidated financial statements


                                       3
<PAGE>

e.Digital Corporation and subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           For the three months ended
                                                                     June 30,
                                                               2004            2003
                                                                 $               $
                                                           ---------------------------
<S>                                                        <C>             <C>
Revenues:
   Products                                                     61,448       1,010,971
   Services                                                     31,716         143,020
                                                           ---------------------------
                                                                93,164       1,153,991
                                                           ---------------------------

Cost of revenues:
   Products                                                     17,725         969,972
   Services                                                      6,800         113,161
                                                           ---------------------------
                                                                24,525       1,083,133
                                                           ---------------------------
Gross profit                                                    68,639          70,858
                                                           ---------------------------

Operating expenses:
   Selling and administrative                                  346,241         379,426
   Research and related expenditures                           426,915         200,665
                                                           ---------------------------
          Total operating expenses                             773,156         580,091
                                                           ---------------------------

Operating loss                                                (704,517)       (509,233)
                                                           ---------------------------

Other income (expense):
   Interest expense                                            (30,179)        (35,166)
   Loss on disposal of asset                                      --           (36,713)
                                                           ---------------------------
          Other income (expense)                               (30,179)        (71,879)
                                                           ---------------------------

Loss and comprehensive loss for the period                    (734,696)       (581,112)
Accrued dividends on the Series D and E Preferred stock        (47,457)        (61,500)
                                                           ---------------------------
Loss attributable to common stockholders                      (782,153)       (642,612)
                                                           ===========================
Loss per common share - basic and diluted                        (0.00)          (0.00)
                                                           ===========================

Weighted average common shares outstanding                 162,439,108     149,072,484
                                                           ===========================
</TABLE>

See notes to interim consolidated financial statements


                                       4
<PAGE>

e.Digital Corporation and subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            For the three months ended
                                                                                     June 30
                                                                              2004           2003
                                                                                $              $
                                                                            ---------     ---------
<S>                                                                         <C>            <C>
OPERATING ACTIVITIES
Loss for the period                                                          (734,696)     (581,112)
Adjustments to reconcile loss to net cash used in operating activities:
     Depreciation and amortization                                             11,530        31,400
     Accrued interest and accretion relating to secured promissory notes       28,125        28,159
     Stock issued to vendor                                                      --          49,263
     Loss on disposal of asset                                                   --          36,713
Changes in assets and liabilities:
     Accounts receivable, trade                                                33,857      (265,353)
     Inventory                                                                  5,009        46,538
     Prepaid expenses and other                                              (801,627)     (502,804)
     Deferred contract charges                                                   --         (67,292)
     Accounts payable, trade                                                   76,432        91,229
     Other accounts payable and accrued liabilities                           (45,015)      164,176
     Customer deposits                                                      1,035,625          --
     Accrued employee benefits                                                (25,749)      (61,893)
     Deferred revenue                                                         (21,168)      707,526
                                                                            ---------     ---------
Cash (used in) operating activities                                          (437,677)     (323,450)
                                                                            ---------     ---------
INVESTING ACTIVITIES
Purchase of property and equipment                                             (8,138)      (69,339)
Increase in restricted cash                                                      --        (190,000)
                                                                            ---------     ---------
Cash (used in) investing activities                                            (8,138)     (259,339)
                                                                            ---------     ---------
FINANCING ACTIVITIES
Proceeds from issuance of Shares                                                 --         933,500
Proceeds from 12% Convertible Subordinated Promissory Notes                   660,000          --
Proceeds from 24% Unsecured Note                                                 --          69,300
Proceeds from 24% Unsecured Promissory Note                                      --         200,000
Payment on 24% Unsecured Note                                                    --         (87,454)
Proceeds from exercise of stock options                                         4,650         7,750
                                                                            ---------     ---------
Proceeds from exercise of warrants                                               --          50,000
                                                                            ---------     ---------
Cash provided by financing activities                                         664,650     1,173,096
                                                                            ---------     ---------
Net increase (decrease) in cash and cash equivalents                          218,835       590,307
                                                                            ---------     ---------
Cash and cash equivalents, beginning of period                                467,954        83,906
                                                                            ---------     ---------
Cash and cash equivalents, end of period                                      686,789       674,213
                                                                            =========     =========

Supplemental schedule of noncash investing and financing activities:
   Deemed dividends on Series D and E preferred stock                          30,294        61,500
</TABLE>

See notes to interim consolidated financial statements


                                       5
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

e.Digital Corporation, (the "Company") is incorporated under the laws of
Delaware. The Company offers engineering partnerships to electronics companies
to create portable digital devices that can link to personal computers and the
Internet. The Company markets to Original Equipment Manufacturers ("OEMs")
complete reference designs and technology platforms with a focus on digital
music and voice/video player/recorders.

The accompanying unaudited interim consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary of the same name, based
in San Diego, California. The unaudited interim consolidated financial
statements have been prepared, by management, in accordance with accounting
principles generally accepted in the United States for interim financial
information and in the opinion of management reflect all adjustments, which
consist of normal and recurring adjustments, necessary to present fairly the
financial position and results of operations and cash flows of the Company.

The Company has incurred significant losses and negative cash flow from
operations in each of the last three years and has an accumulated deficit of
$69,068,120 at June 30, 2004. At June 30, 2004, the Company had a working
capital deficiency of $1,228,866. Substantial portions of the losses are
attributable to marketing costs of the Company's new technologies and products
and substantial expenditures on research and development of technologies. The
Company's operating plans may require additional funds that may take the form of
debt or equity financings. There can be no assurance that any additional funds
will be available. The Company's ability to continue as a going concern is in
substantial doubt and is dependent upon achieving a profitable level of
operations and obtaining additional financing.

Management of the Company has undertaken steps as part of a plan to improve
operations with the goal of sustaining Company operations for the next twelve
months and beyond. These steps include (a) delivering digital products produced
under contract for OEMs; (b) expanding sales and marketing to additional OEM
customers and markets; (c) controlling overhead and expenses; and (d) raising
additional capital and/or financing. There can be no assurance the Company can
successfully accomplish these steps and it is uncertain the Company will achieve
a profitable level of operations in the future or without additional financing.

There can be no assurance that any additional financings, if required, will be
available to the Company on satisfactory terms and conditions, if at all. In the
event the Company fails to achieve profitable operations and is unable to
continue as a going concern, it may elect or be required to seek protection from
its creditors by filing a voluntary petition in bankruptcy or may be subject to
an involuntary petition in bankruptcy. To date, management has not considered
this alternative, nor does management view it as a likely occurrence.

These consolidated financial statements do not give effect to any adjustments
which would be necessary should the Company be unable to continue as a going
concern and therefore be required to realize its assets and discharge its
liabilities in other than the normal course of business and at amounts different
from those reflected in the accompanying consolidated financial statements.

2. LOSS PER SHARE

The Company's losses for the periods presented cause the inclusion of potential
common stock ("Common Stock") instruments outstanding to be antidilutive and,
therefore, the Company is not required to present a diluted loss per common
share. Stock options, warrants and convertible preferred stock exercisable into
17,203,755 shares of Common Stock were outstanding as at June 30, 2004. These
securities were not included in the computation of diluted loss per share
because they are antidilutive, but they could potentially dilute earnings per
share in future periods.

The loss available to Common Stockholders was increased during the three months
ended June 30, 2004 and 2003 by accrued dividends of $47,577 and $61,500,
respectively. The loss available to Common Stockholders is computed as follows:


                                       6
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

                                                     Three months ended June 30,
                                                          2004           2003
                                                          ----           ----
Loss and comprehensive loss                            $(734,697)     $(581,112)
Dividends on Series D and E preferred stock              (47,457)       (61,500)
                                                       ---------      ---------
Loss available to Common Stockholders                  $(782,153)     $(642,612)
                                                       =========      =========

3. STOCK BASED COMPENSATION

The Company has a stock-based employee and non-employee compensation plan. The
Company accounts for stock-based employee and non-employee compensation
arrangements using the intrinsic value method in accordance with the provisions
of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB No. 25") and complies with the disclosure provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). Under APB No. 25, compensation expense is based
on the difference, if any, on the date of the grant, between the fair value of
the Company's stock and the exercise price. The Company accounts for stock
issued to non-employees in accordance with the provisions of SFAS No. 123 and
Emerging Issues Task Force No. 96-18 "Accounting for Equity Instruments with
Variable Terms That Are Issued for Consideration Other Than Employee Services
Under FASB Statement No. 123."

The fair value of options, used as a basis for the above pro forma disclosures,
was estimated at the date of grant using the Black-Scholes option-pricing model.
The option pricing assumptions include a dividend yield of 0% [2003 - 0%];
expected volatility of 0.83 [2003- 1.08] a risk free interest rate of 2.73%
[2003 - 3.16%] and an expected life of 2.5 years [2003 - 2.0 years]. The
following table summarizes the weighted average fair value of the stock options
granted during the year:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                         Three Months Ended June 30,
                                                               2004          2003
------------------------------------------------------------------------------------
<S>                                                          <C>          <C>
Net loss as reported                                         $(782,153)   $(642,612)
Add: Total stock-based employee compensation recorded               --           --
Deduct: Total stock-based employee compensation expense
   determined under fair value based method for all awards     (68,367)    (219,737)
                                                             ---------    ---------
Pro forma net loss                                           $(850,520)   $(862,349)
                                                             =========    =========
Earnings per share:
   Basic and Diluted - as reported                           $   (0.00)   $   (0.00)
   Basic and Diluted - pro forma                             $   (0.01)   $   (0.01)
</TABLE>

4. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No.
149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities." SFAS No. 149 amends and clarifies accounting and reporting for
derivative instruments and hedging activities under SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 149 is effective
for derivative instruments and hedging activities entered into or modified after
June 30, 2003, except for certain forward purchase and sale securities. For
these forward purchase and sale securities, SFAS No. 149 is effective for both
new and existing securities after June 30, 2003. Management does not expect
adoption of SFAS No. 149 to have a material impact on the Company's statements
of earnings, financial position, or cash flows.

In December 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities," an interpretation of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements." This pronouncement requires the
consolidation of variable interest entities, as defined, and is effective
immediately for variable interest entities created after January 31, 2003, and
for variable interest entities in which an enterprise obtains an interest after
that date. The Company does not have any variable interest entities, and
therefore, this interpretation is not expected to have a material impact on the
Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. In accordance with the standard, financial instruments
that embody obligations for the issuer are required to be classified as
liabilities. SFAS No.


                                       7
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

150 will be effective for financial instruments entered into or modified after
May 31, 2003 and otherwise will be effective at the beginning of the first
interim period beginning after June 15, 2003. Management does not expect
adoption of SFAS No. 150 to have a material impact on the Company's statements
of earnings, financial position, or cash flows.

5. PROMISSORY NOTES

15% Unsecured Promissory Note

On December 11, 2002, the Company issued a 15% Unsecured Promissory Note ("15%
Unsecured Note") for gross cash proceeds of $750,000 to an individual. The 15%
Unsecured Note, under the original term, was scheduled to mature on February 11,
2004 and payable $50,000 each month, with a final payment of $35,801 on February
11, 2004. The Company entered into a forbearance agreement with the investor
through and including December 31, 2002. On December 30, 2002, the Company
issued 133,223 shares of Common Stock in consideration for all accrued and
unpaid interest. On December 23, 2002, the holder of the 15% Unsecured Note
agreed to (i) extend the maturity date of the 15% Unsecured Note from February
11, 2004 to May 31, 2005; (ii) reduce the monthly payments from $50,000 to
$7,500 through December 31, 2003, representing the monthly interest on the 15%
Unsecured Note and (iii) $50,000 payments each month, beginning January 31,
2004. On January 14, 2004, the holder of the 15% Unsecured Note agreed to
postpone principal and interest payments on the note until December 31, 2004.

12% Convertible Subordinated Promissory Notes

On July 2, 2004, the Company closed a $1,000,000 offering of Unsecured 12%
Convertible Subordinated Promissory Notes due July 1, 2005 ("12% SP Notes"). The
12% SP Notes were sold in two phases, with $660,000 of the 12% SP Notes being
issued and sold on June 25, 2004 and the remaining $340,000 of 12% SP Notes
being issued and sold on July 2, 2004. In total, the Company received aggregate
cash proceeds of $1,000,000 from the sale of the 12% SP Notes. The purchasers,
in connection therewith, were granted warrants to purchase 2,000,000 shares of
Common Stock at an exercise price of $0.25 per share, exercisable until June 30,
2007 (collectively, the "Warrants"). In the event the Company shall offer shares
of its capital stock the Noteholder shall have the right and option, at any time
prior to the maturity date, subject to and upon compliance with the provisions
hereof and the terms and provisions of the equity offering documents to convert
the unpaid principal amount of the note, the prepayment fee, if any, and any
accrued and unpaid interest into shares of capital stock being offered. The
conversion price shall be equal to the offering price of the capital stock in
effect at the time of conversion.

6. STOCKHOLDERS' EQUITY

The following table summarizes stockholders' equity transactions during the
three month period ended June 30, 2004:

<TABLE>
<CAPTION>
                                                                          Additional
                                                                             paid-in                      Preferred     Accumulated
                                                Shares         Amount        capital      Dividends           stock         deficit
                                                     #              $              $              $               $               $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>            <C>                <C>         <C>             <C>
Balance, March 31, 2004                    160,527,868        160,528     64,316,408       (246,798)      2,312,050     (68,316,261)
Shares issued upon exercise
   of stock options                             30,000             30          4,620             --              --              --
Shares issued on conversion of
   Series E Preferred stock                  2,376,673          2,377        526,586         17,163        (511,800)        (17,163)
Dividends on Series D and E
   Preferred stock                                  --             --             --        (47,457)             --              --
Value assigned to 1,320,000
  warrants issued in connection with 12%
  Promissory Note issuance                          --             --        160,783             --              --              --
Loss for the period                                 --             --             --             --              --        (734,696)
------------------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2004                     162,934,541   $    162,935   $ 65,008,397       (277,092)   $  1,800,250    $(69,068,120)
====================================================================================================================================
</TABLE>


                                       8
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

7. WARRANTS AND OPTIONS

At June 30, 2004 warrants were outstanding and exercisable into the following
shares of Common Stock:

Number of           Exercise Price
Description          Common Shares       Per Share $            Expiration Date
-------------------------------------------------------------------------------
Warrant(1)                   46,189             0.19            October 5, 2005
Warrant                     856,166             1.00          November 18, 2005
Warrant(1)                  550,000             0.19          September 30,2006
Warrant(2)                1,320,000             0.25              June 30, 2007
-------------------------------------------------------------------------------
Total                     2,772,355
===============================================================================
      (1)   The Warrants are subject to certain adjustments if the Company
            issues shares lower than $0.19.

      (2)   At June 30, 2004, in connection with the issuance of 12% SP Notes
            the Company issued 1,320,000 warrants with an exercise price of
            $0.25. The estimated fair market value of these warrants at issuance
            was $160,783 and has been recorded as a deferred financing charge
            related to the 12% SP Notes as a cost of issuing the warrants
            charged to Additional Paid in Capital. The deferred financing charge
            is being amortized over the term of the 12% SP Notes.

Subsequent to June 30, 2004, in connection with the issuance of 12% SP Notes the
Company issued 680,000 warrants with an exercise price of $0.25.

The following table summarizes stock option activity for the period:

                                                            Weighted average
                                            Shares           exercise price
                                              #                    $
--------------------------------------------------------------------------------
Outstanding March 31, 2004               4,141,665               0.7993
Granted                                     50,000               0.2620
Canceled/expired                           (85,000)              1.7106
Exercised                                  (30,000)              0.1550
--------------------------------------------------------------------------------
Outstanding June 30, 2004                4,076,665               0.7723
================================================================================
Exercisable at June 30, 2004             3,401,826               0.8810
================================================================================

Options outstanding are exercisable at prices ranging from $0.0875 to $4.09 and
expire over the period from 2004 to 2009 with an average life of 3.01 years.

Subsequent to June 30, 2004, the Company granted 3,430,000 stock options to its
employees with an exercise price based on the fair market value on date of grant
of $0.22 per common share. The 1994 stock option plan is set to expire on August
15, 2004.

8. PREFERRED STOCK

Convertible Non-Redeemable Series D

On December 30, 2002, the Company issued 205,000 shares of 12% Series D
non-redeemable convertible preferred stock (the "Series D Stock") with a stated
value of $10 per share. The Series D Stock was issued pursuant to a conversion
agreement with all of the noteholders of the Company's $1,000,000 Subordinated
Promissory Notes and $1,050,000 Unsecured Notes. Dividends of 12% per annum are
payable, with certain exceptions, either in cash or in shares of Common Stock at
the Company's election. The conversion price for each share of Series D Stock is
$0.19 subject to certain adjustments if the Company issues shares at prices
lower than $0.19. As of June 30, 2004 the 145,000 shares of the Series D Stock
would have been convertible into 9,012,895 shares Common Stock.

Convertible Redeemable Series E

On November 19, 2003, the Company issued 12,770 shares of 8% Series E
Convertible Redeemable Preferred Stock (the "Series E Stock") with a stated
value of $100 per share. Dividends of 8% per annum are payable, with certain
exceptions, either in cash or in shares of Common Stock at the election of the
Company. The stated dollar amount of Series E Stock, is convertible into fully
paid and nonassessable shares of Common Stock at a conversion price $0.45 per
share which was fixed for the first 90 days following the original issue date,
and commencing 90 days following the original issue date, the


                                       9
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

conversion price was equal to the lower of (i) $0.45 and (ii) 85% of the average
of the volume weighted average price per share during the ten consecutive
trading days immediately preceding the conversion date. The Series E Stock shall
be subject to automatic conversion on November 19, 2005 subject to certain
conditions. As of June 30, 2004 the 3,650 shares of the Series E stock would
have been convertible into 2,016,679 shares Common Stock.

The Series E Stock is redeemable in certain instances at the Company's option
eighteen month upon the occurrence of certain triggering events including,
without limitations, a lapse of a registration statement for ten non-consecutive
trading days and certain other events. The redemption price upon such election
following a triggering event is the greater of (a) 110% of the stated value or
(b) the product of the number of preferred shares multiplied by the closing
market price multiplied by the stated value per share divided by the then
conversion price per share.

Subsequent to June 30, 2004 an aggregate of 2,700 Series E stock was converted
into 1,500,000 shares of Common Stock.

9. INVENTORY

Inventory is recorded at the lower of cost and net realizable value. Cost is
determined on a first-in, first out basis. Effectively on July 1, 2004, the
Company had ceased providing customer support, accessories or repairs for its
discontinued line of consumer products. The Company has written off all
remaining accessories for its branded products in inventory.

                                      June 30, 2004               March 31, 2004
                                            $                            $
================================================================================
Finished goods                              --                              --
Raw materials                               --                            9,609
--------------------------------------------------------------------------------
Reserve obsolete                            --                            4,600
--------------------------------------------------------------------------------
                                            --                            5,009
================================================================================

10. COMMITMENTS AND CONTINGENCIES

The Company relies on Maycom Co., Ltd. for the manufacture of its wireless
product developed for Softeq and IFE products. The Company depends on its
contract manufacturers to (i) allocate sufficient capacity to our manufacturing
needs, (ii) produce acceptable quality products at agreed pricing and (iii)
deliver on a timely basis. If a manufacturer is unable to satisfy these
requirements, the Company's business, financial condition and operating results
may be materially and adversely affected. Any failure in performance by this
manufacturer for any reason could have a material adverse affect on the
Company's business. Production and pricing by each such manufacturer is subject
to the risk of price fluctuations and periodic shortages of components. The
Company does not have supply agreements with component suppliers and,
accordingly, it is dependent on the future ability of its manufacturers to
purchase components. Failure or delay by suppliers in supplying necessary
components could adversely affect the Company's ability to deliver products on a
timely and competitive basis in the future.

Approximately $515,000 of the accrued lease liability arose in the normal course
of business for equipment delivered to the Company and were recorded at amounts
reflected on the invoices and other documentation received from the third party
vendor. This amount is approximately five years old. The amount owing to the
vendor may still be due but as the Company has had no contact with the vendor,
the amount may not require payment. Accordingly, the accrued lease liability
reflects management's best estimate of amounts due for matters in dispute.
Settlement of this liability may be either more or less than the amount recorded
in the consolidated financial statements and accordingly may be subject to
measurement uncertainty in the near term.

In September 2000, we entered into a three-year sublease agreement which expired
on July 31, 2003. From the date of expiration until December 2003, the Company
leased the property on a month-to-month basis. On January 1, 2004, the Company
amended the lease for approximately 7,750 square feet with an aggregate monthly
payment of $9,291 inclusive of utilities and costs expiring on July 31, 2006.

11. CREDIT RISK

Amounts owing from two customers comprise 46% and 31% of accounts receivable at
June 30, 2004. Amounts owing from two major customers comprise approximately 69%
and 23%, respectively of accounts receivable at March 31, 2004.


                                       10
<PAGE>

                      E.DIGITAL CORPORATION AND SUBSIDIARY
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  June 30, 2004

12. MAJOR CUSTOMERS AND SUPPLIERS

The Company operates in one major line of business, the development, manufacture
and marketing of electronic products. Sales to two customers comprised 89% of
revenue for the quarter ended June 30, 3004. Sales to two major customers
comprise 72% of revenue for the quarter ended June 30, 2003.

13. COMPARATIVE FIGURES

Certain of the comparative figures have been restated to conform with the
current period's presentation.

14. INCOME TAX

The Company has U.S. federal net operating loss carryforwards available at March
31, 2004 of approximately $51,000,000 [2003 - $48,000,000] which will begin to
expire in 2006. The Company has state net operating loss carryforwards of
$16,000,000 [2003 - $15,000,000] which will expire beginning in 2004. The
difference between federal and state net operating loss carryforwards is due to
the 50% limitation of California loss carryforwards and to expiring California
carryforwards.


                                       11
<PAGE>

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

THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE
COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY
FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A
VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW AND UNDER THE SUB-HEADING,
"BUSINESS RISKS." SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED MARCH 31, 2003.

General

e.Digital Corporation is a holding company that operates through a wholly-owned
California subsidiary of the same name and is incorporated under the laws of
Delaware. The Company offers to Original Equipment Manufacturers ("OEM") and
Original Design Manufacturers ("ODM") engineering services, as well as complete
reference designs and technology platforms with a focus on digital video,
music/voice, voice/video and player/recorders.

We offer our engineering services and technologies to OEMs and ODMs with a focus
on developing digital video, music, and voice players/recorders with potential
wireless capabilities using the latest in digital storage media (a device used
to store data) and technology. OEMs/ODMs are business customers that license or
purchase our products or our technology to embed in their own products. We offer
complete reference designs (working, full-featured designs sometimes implemented
as prototypes that can be customized to a customers' preferred look and feel or
branded and sold as they are, according to the customer's wishes) and technology
platforms (basic working technology that can be developed into a finished
consumer product, or incorporated into an existing consumer product design) for
private labeling by OEMs/ODMs. We may sometimes integrate our OEMs/ODMs unique
or proprietary features and/or technology into new products for their product
lines. We focus our marketing efforts on OEMs/ODMs in various digital processing
markets including digital music, dictation equipment, consumer electronics,
digital image and video and other electronic product markets.

We have relationships with manufacturers with facilities in the United States,
China and Korea. We have expertise in developing, performing and overseeing
manufacturing processes. We apply our technology and expertise in providing
manufacturing supervision, documentation, and quality control services to
products for our OEM/ODM customers.

Services offered include custom hardware, firmware (an instruction set
programmed into a chip which determines the product's functionality and user
interface), software development, technology platform development, product
design, manufacturing services, fulfillment services, warranty services, and
licensing of our patented file management systems. Our revenues may result from
the sale of products, product royalties, fees from engineering services,
industrial order fulfillment, technical support services, warranty services
and/or design services. In some cases, we rely on outside subcontractors to
perform services including manufacturing, testing and certification, industrial
design, and assembly.

We incurred operating losses in each of the last three fiscal years and these
losses have been material. We incurred operating losses of $3.5 million, $6.7
million and $5.8 million in fiscal year 2004, 2003 and 2002, respectively. At
June 30, 2004, we had a working capital deficit of $1.2 million. Our monthly
cash operating costs level is approximately $215,000 per month. However, we may
increase expenditure levels in future periods to support and expand our OEM/ODM
revenue opportunities and continue advanced product and technology research and
development. Accordingly, our losses are expected to continue until such time as
we are able to realize supply, licensing, royalty, sales, and development
revenues sufficient to cover the fixed costs of operations. We continue to be
subject to the risks normally associated with any new business activity,
including unforeseeable expenses, delays and complications. Accordingly, there
is no guarantee that we can or will report operating profits in the future.

Since March 31, 2002, we have experienced substantial reduction in cash,
projected revenues and increased costs that adversely affect our current results
of operations and liquidity. Our operating plans require additional funds which
may take the form of debt or equity financings. There can be no assurance that
any additional funds will be available to our company on satisfactory terms and
conditions, if at all. Our Company's ability to continue as a going concern is
in substantial doubt and is dependent upon achieving a profitable level of
operations and, if necessary, obtaining additional financing.


                                       12
<PAGE>

Management of our Company has undertaken steps as part of a plan to improve
operations with the goal of sustaining our operations for the next twelve months
and beyond. These steps include (a) delivering digital products produced under
contract for OEMs; (b) expanding sales and marketing to additional OEM customers
and markets; (c) controlling overhead and expenses; and (d) raising additional
capital and/or financing. There can be no assurance the Company can successfully
accomplish these steps and it is uncertain the Company will achieve a profitable
level of operations in the future or without additional financing.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those
related to product returns, bad debts, inventory valuation, intangible assets,
financing operations, warranty obligations, estimated costs to complete research
contracts and contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

We recognize license revenue and product revenue upon shipment of a product to
the customer, FOB destination or FOB shipping point depending on the specific
contract term, if a signed contract exists, the fee is fixed and determinable,
collection of resulting receivables is probable and there are no resulting
obligations. With most of our consumer electronics retailers, we do not meet the
criteria for revenue recognition upon shipment and therefore only recognize the
revenue as the product is sold through our customer to the ultimate end-user.
Research and development contract revenues on short-term projects or service
revenue is recognized once the services or product has been delivered, the fee
is fixed and determinable, collection of the resulting receivable is probable
and there are no resulting obligations. If all of the service or product has
been delivered and there is one element that is perfunctory to the services or
product that has not been delivered, revenue will be recognized evenly over the
remaining term of the undelivered element. Research and development contract
revenue on long-term projects is recognized on the percentage of completion
method. Funds received in advance of meeting the criteria for revenue
recognition are deferred and are recorded as revenue as they are earned. If the
costs we incur on a contract are expected to exceed the anticipated revenue we
will record the loss in the period in which the facts that give rise to the
revision becomes known.

We record estimated reductions to revenue for anticipated product returns,
discounts offered to our customers and volume-based incentives. If market
conditions were to decline, we may take actions to increase the discounts
offered for future sales which will result in an incremental reduction of
revenue at the time the discounts are offered.

We maintain allowances for doubtful accounts for estimated losses resulting from
the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.

We have provided full valuation reserve related to our substantial deferred tax
assets. In the future, if sufficient evidence of our ability to generate
sufficient future taxable income in certain tax jurisdictions becomes apparent,
we may be required to reduce our valuation allowances, resulting in income tax
benefits in our consolidated statement of operations. We evaluate the
realizability of the deferred tax assets and assess the need for valuation
allowance quarterly. The utilization of the net operating loss carryforwards
could be substantially limited due to restrictions imposed under federal and
state laws upon a change in ownership.

Under our bylaws, we have agreed to indemnify our officers and directors for
certain events. We also enter into certain indemnification agreements in the
normal course of our business. The Company has no liabilities recorded for such
indemnities.


                                       13
<PAGE>

We do not have off-balance sheet arrangements, financings, or relationships with
unconsolidated entities or other persons, also known as "special purposes
entities" (SPEs).

Results of Operations

For the first three months of fiscal 2005, we reported total revenues of $
93,164 a 92 % decrease from total revenues of $1,153,991 for the first three
months of fiscal 2004. Product revenues for the quarter ending June 30, 2004
were $61,448 compared to $1,010,971 for the quarter ending June 30, 2003. The
$949,523 decrease in product revenues resulted primarily from orders we expected
to ship in June commenced in July 2004. We have received purchase orders for
approximately $2.0 million of which $1,035,625 has been received and is recorded
as customer deposits. The entire backlog is expected to ship in the quarter
ending September 30, 2004.

Service revenues for the first three months of fiscal 2004 were $31,716 compared
to $143,020 for the comparable period of the prior year. The timing and amount
of service revenues is dependent upon a limited number of projects. At June 30,
2004 we had $155,275 of deferred revenue from development contracts that will be
recognized based on the terms and conditions of each agreement.

Cost of sales for the three months ended June 30, 2004 consisted of $17,725 of
product costs and $6,800 of service costs, consisting mostly of research and
development labor funded in part by OEM development agreements. Although we do
not anticipate any significant future contract losses, we cannot guarantee that
we can maintain positive gross margins in the future or with future customers.

Gross profit for the first three months of fiscal 2005 was $68,639 compared to
$70,858 for the first three months of Fiscal 2004. Gross profit as a percent of
sales for the first quarter of fiscal 2005 was 74% compared to 6% for the same
period last year. The increase in gross profit can be attributed to the positive
margins and royalty receipts on OEM products. Although we do not anticipate any
significant future contract losses we cannot guarantee that we can maintain
positive gross margins in the future or with future customers.

Total operating expenses (consisting of research and related expenditures and
selling and administrative expenses) for the three months ended June 30, 2004,
were $773,156, as compared to $580,091 for the three months ended June 30, 2003.
Selling and administrative costs aggregated $346,241 for the first three months
of fiscal 2003 compared to $379,426 in the prior period. The $33,185 decrease in
selling and administrative costs resulted primarily from the decrease in
personnel and benefit costs.

Research and related expenditures for the three months ended June 30, 2004 were
$426,915, as compared to $200,665 for the three months ended June 30, 2003. The
increase of $226,250 can be attributed to an increase of $23,000 for outside
engineering services and the allocation of personnel costs of $180,453 to cost
of goods in fiscal 2004. Research and development costs are subject to
significant quarterly variations depending on the use of outside services, the
assignment of engineers to development projects, reimbursement by OEM contracts
and the availability of financial resources.

We reported an operating loss of $704,517 for the three months ended June 30,
2004, as compared to an operating loss of $509,233 for the three months ended
June 30, 2003. The increase in operating loss resulted primarily from the delay
in orders that have since been placed and are currently being manufactured and
shipped. We believe, but we can not guarantee, that our strategy of investing in
OEM and ODM developments with supply or royalty provisions will continue to
provide positive margins in future periods. The timing and amount of product
sales and the recognition of contract service revenues impact our operating
losses. Accordingly, there is uncertainty about future operating results and the
results for the three months are not necessarily indicative of operating results
for future periods or the fiscal year.

We reported reduced interest expense of $30,179 for the three months ended June
30, 2004 versus $35,166.

We reported a loss on disposal of assets of $36,713 for the three months ended
June 30, 2003 due to the shut-down of our wedig.com music site.

We reported a loss for the first three months of fiscal 2005 of $734,697 as
compared to a loss of $581,112 for the prior first three months of fiscal 2004.


                                       14
<PAGE>

The loss attributable to Common Stockholders for the three months ended June 30,
2004 and 2003 was $782,153 and $642,612, respectively. Included in the loss
available to Common Stockholders for the period ending June 30, 2004 were
accrued dividends on the Series D and Series E stock of $38,039 and $9,418,
respectively. Included in the loss available to Common Stockholders for the
period ending June 30, 2003 were accrued dividends of $61,500 on the Series D
stock issued in December 2002.

Liquidity and Capital Resources

At June 30, 2004, we had working capital deficit of $1,228,886 compared to a
working capital deficit of $1,096,104 at March 31, 2004. We had no working
capital invested in inventory at June 30, 2004. Cash used in operating
activities for the three month period ended June 30, 2004 was $437,677 resulting
primarily from the $734,696 loss for the period, an increase of $801,627 in
prepaid expenses and other, a decrease of $21,168 in deferred revenue and a
decrease of $25,749 in accrued employee benefits offset by a decrease of $33,857
in accounts receivable, an increase of $76,432 in other accounts payable and an
increase of $1,035,625 in customer deposits. During the three months ended June
30, 2004, the Company purchased $8,138 in property and equipment.

For the three months ended June 30, 2004, cash provided by financing activities
was $664,650 resulting primarily from $660,000 proceeds from issuance of 12%
Subordinated Promissory Notes, and $4,650 proceeds from exercise of stock
options. For the three months ended June 30, 2004, net cash and cash equivalents
increased by $218,835.

At June 30, 2004, we had net accounts receivable of $2,294 as compared to
$36,151 at March 31, 2004. The decrease in receivables is attributed to the
Company's policy to grant payment upon receipt terms to its OEM customers.
Receivables can vary dramatically due to the timing of product shipments and
contract arrangements on development agreements.

At June 30, 2004, we had cash and cash equivalents of $686,789. Other than cash
and cash equivalents and accounts receivable, we have no material unused sources
of liquidity at this time. We have no material commitments for capital
expenditures or resources. Based on our cash position assuming (a) continuation
of existing OEM arrangements, and (b) currently planned expenditures and level
of operation, we believe we will require approximately $1,000,000 of additional
funds for the next twelve months of operations plus amounts required to make
payments on the 15% Unsecured Note and the 12% Subordinated Promissory Note.
However, actual results could differ significantly from management plans. We
believe we may be able to obtain additional funds from future product margins
from branded and OEM product sales but actual future margins to be realized, if
any, and the timing of shipments and the amount and quantities of shipments,
orders and reorders are subject to many factors and risks, many outside our
control. We have a forebearance agreement on the $750,000 principal and accrued
interest on the 15% Unsecured Note and the timing and schedule of amounts due
thereafter are not currently known. Accordingly we may need to seek equity or
debt financing in the next twelve months for working capital if product margins
are insufficient and we may need to seek equity or debt financing for payments
of the 15% Unsecured Note (or renegotiate terms thereon) and other obligations
reflected on our balance sheet.

There can be no guarantee that we will be able to raise additional equity or
debt financing, if required, and/or renegotiate the terms of debts as they
arise. We may also require additional capital to finance future developments and
improvements to our technologies or develop new technologies.

Should additional funds not be available, we may be required to curtail or scale
back staffing or operations. Failure to obtain additional financings will have a
material adverse affect on our Company. Potential sources of such funds include
exercise of outstanding warrants and options, or debt financing or additional
equity offerings. However, there is no guarantee that warrants and options will
be exercised or that debt or equity financing will be available when needed. Any
future financing may be dilutive to existing stockholders.

Future Commitments and Financial Resources

We have an accrued lease liability of $515,000 that arose in the normal course
of business for equipment delivered to the Company. This amount is approximately
five years old. The accrued lease liability reflects management's best estimate
of amounts due for matters in dispute. Settlement of this liability may either
be more or less than the amount recorded in the audited consolidated financial
statements and accordingly may be subject to measurement uncertainty in the near
term.


                                       15
<PAGE>

In the future, if our operations increase significantly, we may require
additional funds. We also may require additional capital to finance future
developments, acquisitions or expansion of facilities. We currently have no
plans, arrangements or understandings regarding any acquisitions.

In September 2000, we entered into a three-year sublease agreement, which
expired on July 31, 2003. From the date of expiration until December 2003, the
Company leased the property on a month-to-month basis. On January 1, 2004, the
Company amended the lease for approximately 7,750 square feet with an aggregate
monthly payment of $9,291 inclusive of utilities and costs expiring on July 31,
2006.

Certain Factors That May Affect Our Business, Future Results and Financial
Condition

In addition to the other information in this Form 10-Q, the factors listed below
should be considered in evaluating our business and prospects. This Form 10-Q
contains a number of forward-looking statements that reflect our current views
with respect to future events and financial performance. These forward-looking
statements are subject to certain risks and uncertainties, including those
discussed below and elsewhere herein, that could cause actual results to differ
materially from historical results or those anticipated. In this report, the
words "anticipates," "believes," "expects," "intends," "future" and similar
expressions identify forward-looking statements. Readers are cautioned to
consider the specific factors described below and not to place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof. We undertake no obligation to publicly revise these forward-looking
statements, to reflect events or circumstances that may arise after the date
hereof.

Financial Risks

We Have a History of Losses and May Incur Future Losses. We have incurred
significant operating losses in prior fiscal years and at June 30, 2004 had an
accumulated deficit of $69.0 million. We had losses of approximately $3.5
million, $6.7 million and $5.8 million in fiscal 2004, 2003 and 2002,
respectively. To date, we have not achieved profitability and given the level of
operating expenditures and the uncertainty of revenues and margins, we will
continue to incur losses and negative cash flows in future periods. The failure
to obtain sufficient revenues and margins to support operating expenses could
harm our business.

We do not Anticipate Paying Dividends. We have never paid any cash dividends on
our Common Stock and do not anticipate paying any cash dividends in the
foreseeable future. We currently intend to retain any future earnings to fund
the development and growth of our business. An investment in our Common Stock,
therefore, may be more suitable for an investor that is seeking capital
appreciation rather than current yield and, as a consequence, may be more
speculative. Accordingly, investors should not purchase our Common Stock with an
expectation of receiving regular dividends.

We Expect Our Operating Results To Fluctuate Significantly - Our quarterly and
annual operating results have fluctuated significantly in the past and we expect
that they will continue to fluctuate in the future. This fluctuation is a result
of a variety of factors, including the following:

      o     Unpredictable demand and pricing for our contract development
            services

      o     Market acceptance of our OEM/ODM products by end users

      o     Uncertainties with respect to future customer product orders, their
            timing and the margins to be received, if any

      o     Fluctuations in operating costs

      o     Changes in research and development costs

      o     Changes in general economic conditions

      o     Changes in technology

      o     Short product lifecycles

We May Experience Product Delays, Cost Overruns and Errors Which Could Adversely
Affect our Operating Performance and Ability to Remain Competitive. We have
experienced development delays and cost overruns associated with contract
development services in the past. We may experience additional delays and cost
overruns on current projects or future projects. Future delays and cost overruns
could adversely affect our financial results and could affect our ability to
respond to technological changes, evolving industry standards, competitive
developments or customer requirements. Our technology, the results of our
contract services and the products produced for OEM/ODM customers could contain
errors that could cause delays, order cancellations, contract terminations,
adverse publicity,


                                       16
<PAGE>

reduced market acceptance of products, or lawsuits by our customers or others
who have acquired our products, including OEM/ODM products.

We May Need to Obtain Additional Financing to Continue Operating our Business.
We believe that with cash on hand and proceeds from existing development and
production contracts and product sales, we have sufficient proceeds to meet cash
requirements for the next six months. However, we may need to raise additional
funds to:

      o     Finance unanticipated working capital requirements

      o     Pay for increased operating expenses or shortfalls in anticipated
            revenues

      o     Fund increases in research and development costs

      o     Develop new technology, products or services

      o     Respond to competitive pressures

      o     Support strategic and industry relationships

      o     Fund the marketing of our products and services

In the event additional funds are required, we cannot assure you that such
additional financing will be available on terms favorable to us, or at all. If
adequate funds are not available to us then we may not be able to continue
operations or take advantage of opportunities. If we raise additional funds
through the sale of equity, the sale of Common Stock hereunder, the percentage
ownership of our stockholders will be reduced.

Unless We Obtain Adequate Financing and Increase Our Revenues We May Be Unable
to Continue as a Going Concern. We have experienced substantial reduction is
cash, projected revenues and increased costs that adversely affected our results
of operations and cash flows. Our Company has suffered recurring losses from
operations. This factor, in combination with (i) reliance upon debt and new
equity financing to fund the continuing, losses from operations and cash flow
deficits, (ii) material net losses and cash flow deficits from operations during
fiscal 2004, fiscal 2003 and prior years and (iii) the possibility that we may
be unable to meet our debts as they come due, raise substantial doubt about our
ability to continue as a going concern. Our Company's ability to continue as a
going concern is dependent upon our ability to obtain adequate financing and
achieve a level of revenues, adequate to support our capital and operating
requirements, as to which no assurance can be given. In the event we are unable
to continue as a going concern, we may elect or be required to seek protection
from our creditors by filing a voluntary petition in bankruptcy or may be
subject to an involuntary petition in bankruptcy. To date, management has not
considered this alternative, nor does management view it as a likely occurrence.
Our auditors have included in their report an explanatory paragraph describing
conditions that raise substantial doubt about our ability to continue as a going
concern.

Risks Related to Sales, Marketing and Competition

We May Be Unable to Successfully Compete in the Electronic Products Market Which
is Highly Competitive and Subject to Rapid Technological Change. We compete in
the market for electronics products which is intensely competitive and subject
to rapid technological change. The market is also impacted by evolving industry
standards, rapid price changes and rapid product obsolescence. Our competitors
include a number of large foreign companies with U.S. operations and a number of
domestic companies, many of which have substantially greater financial,
marketing, personnel and other resources. Our current competitors or new market
entrants could introduce new or enhanced technologies or products with features
that render the Company's technology or products obsolete or less marketable, or
could develop means of producing competitive products at a lower cost. Our
ability to compete successfully will depend in large measure on our ability to
maintain our capabilities in connection with upgrading products and quality
control procedures and to adapt to technological changes and advances in the
industry. Competition could result in price reductions, reduced margins, and
loss of contracts, any of which could harm our business. There can be no
assurance that we will be able to keep pace with the technological demands of
the marketplace or successfully enhance our products or develop new products
that are compatible with the products of the electronics industry.

We Rely on a Limited Number of Customers for Revenue. Historically, a
substantial portion of our revenues has been derived primarily from a limited
number of customers. For the three months ended June 30, 2004 and 2003 two
customers accounted for approximately 88% and 72% of revenues, respectively. The
failure to receive orders for and produce OEM/ODM products or a decline in the
economic prospects of our customers or the products we may produce for sale may
have a material adverse effect on our operations.


                                       17
<PAGE>

If We Are Unsuccessful in Achieving Market Acceptance of Our Products, It Could
Harm Our Business. Sales and marketing strategy contemplates sales of developed
products to the electronics and computer software market, by e.Digital or its
OEM/ODM customers. The failure of our Company or its OEM/ODM customers to
penetrate their projected markets would have a material adverse effect upon our
operations and prospects. Market acceptance of our products and those of our
customers will depend in part upon our ability to demonstrate and maintain the
advantages of our technology over competing products.

We Have Limited Marketing Capabilities and Resources Which Makes It Difficult
For Us To Create Awareness of and Demand for Our Products and Technology. We
have limited marketing capabilities and resources and are primarily dependent
upon in-house executives for the marketing of our OEM/ODM products, as well as
our licensing business. Selling products and attracting new OEM/ODM customers
requires ongoing marketing and sales efforts and expenditure of funds to create
awareness of and demand for our technology. We cannot assure that our marketing
efforts will be successful or result in future development contracts or other
revenues.

The Failure of the Digital Music Market to Create a Market for Consumer Devices
Could Harm Our Business. We believe the market for portable consumer devices to
play digital music will not develop significantly until consumers are able to
download popular digital recordings from the Internet. We believe the
availability of popular recordings will depend on the adoption of one or more
formats to limit the unauthorized reproduction and distribution of music, called
"pirated" copies. Piracy is a significant concern of record companies and
artists. The failure of the record industry to adopt solutions may delay or have
an adverse impact on the growth of this market. This failure could harm our
business. We have designed our digital music prototype to include piracy
protection and to be adaptable to different music industry and technology
standards. Numerous standards in the marketplace, however, could cause confusion
as to whether our designs and services are compatible. If a competitor were to
establish products for OEM/ODM customers with a dominant industry standard
unavailable to us, our business would be harmed.

The Success of Our Business Depends on Emerging Markets and New Products. In
order for demand for our technology, services and products to grow, the markets
for portable digital devices, such as digital recorders and digital music
players and other portable consumer devices, must develop and grow. If sales for
these products do not grow, our revenues could decline. To remain competitive,
we intend to develop new applications for our technology and develop new
technology and products. If new applications or target markets fail to develop,
or if our technology, services and products are not accepted by the market, our
business, financial condition and results of operations could suffer.

Development of New or Improved Products, Processes or Technologies May Render
Our Technology Obsolete and Hurt Our Business. The electronics, contract
manufacturing and computer software markets are characterized by extensive
research and development and rapid technological change resulting in very short
product life cycles. Development of new or improved products, processes or
technologies may render our technology and developed products obsolete or less
competitive. We will be required to devote substantial efforts and financial
resources to enhance our existing products and methods of manufacture and to
develop new products and methods. There can be no assurance we will succeed with
these efforts. Moreover, there can be no assurance that other products will not
be developed which may render our technology and products obsolete.

Risks Related to Operations

We Depend On a Limited Number of Contract Manufacturers and Suppliers and Our
Business Will Be Harmed By Any Interruption of Supply or Failure of Performance.
We rely on three suppliers for manufacturing our product and for the
manufacturing of our OEM/ODM products, Maycom Co., Ltd. and an undisclosed Asian
OEM/ODM. We depend on our contract manufacturers to (i) allocate sufficient
capacity to our manufacturing needs, (ii) produce acceptable quality products at
agreed pricing and (iii) deliver on a timely basis. If a manufacturer is unable
to satisfy these requirements, our business, financial condition and operating
results may be materially and adversely affected. Any failure in performance by
either of these manufacturers for any reason could have a material adverse
affect on our business. Production and pricing by each such manufacturer is
subject to the risk of price fluctuations and periodic shortages of components.
We have no supply agreements with component suppliers and, accordingly, we are
dependent on the future ability of our manufacturers to purchase components.
Failure or delay by suppliers in supplying necessary components could adversely
affect our ability to deliver products on a timely and competitive basis in the
future.

If We Lose Key Personnel or Are Unable to Attract and Retain Additional Highly
Skilled Personnel Required For the Expansion of Our Activities Our Business Will
Suffer. Our future success depends to a significant extent on the


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<PAGE>

continued service of our key technical, sales and senior management personnel
and their ability to execute our strategy. The loss of the services of any of
our senior level management, or certain other key employees, may harm our
business. Our future success also depends on our ability to attract, retain and
motivate highly skilled employees. Competition for employees in our industry is
intense. We may be unable to retain our key employees or to attract, assimilate
and retain other highly qualified employees in the future. We have from time to
time in the past experienced, and we expect to continue to experience in the
future, difficulty in hiring and retaining highly skilled employees with
appropriate qualifications.

Because Some of Our Management are Part-Time and Have Certain Conflicts of
Interest, Our Business Could Be Harmed. Our Vice President, Robert Putnam, is
also a Vice President, Investor Relations of American Technology Corporation. As
a result of his involvement with American Technology Corporation, Mr. Putnam has
in the past, and is expected in the future to devote a substantial portion of
his time to other endeavors and only part-time services to e.Digital. Certain
conflicts of interest now exist and will continue to exist between e.Digital and
Mr. Putnam due to the fact that he has other employment or business interests to
which he devotes some attention and he is expected to continue to do so. It is
conceivable that the respective areas of interest of e.Digital and American
Technology Corporation could overlap or conflict.

Risks Related to Intellectual Property and Government Regulation

Failing to Protect Our Proprietary Rights to Our Technology Could Harm Our
Ability To Compete, as well as Our Results of Our Operations. Our success and
ability to compete substantially depends on our internally developed software,
technologies and trademarks, which we protect through a combination of patent,
copyright, trade secret and trademark laws. Patent applications or trademark
registrations may not be approved. Even when they are approved, our patents or
trademarks may be successfully challenged by others or invalidated. If our
trademark registrations are not approved because third parties own such
trademarks, our use of these trademarks would be restricted unless we enter into
arrangements with the third-party owners, which may not be possible on
commercially reasonable terms or at all. We generally enter into confidentiality
or license agreements with our employees, consultants and strategic and industry
partners, and generally control access to and distribution of our software,
technologies, documentation and other proprietary information. Despite our
efforts to protect our proprietary rights from unauthorized use or disclosure,
parties may attempt to disclose, obtain or use our solutions or technologies.
The steps we have taken may not prevent misappropriation of our solutions or
technologies, particularly in foreign countries where laws or law enforcement
practices may not protect our proprietary rights as fully as in the United
States. We have licensed, and we may license in the future, certain proprietary
rights to third parties. While we attempt to ensure that our business partners
maintain the quality of our brand, they may take actions that could impair the
value of our proprietary rights or our reputation. In addition, these business
partners may not take the same steps we have taken to prevent misappropriation
of our solutions or technologies.

We May Face Intellectual Property Infringement Claims That May Be Difficult to
Defend and Costly To Resolve, Which Could Harm Our Business. Although we do not
believe we infringe the proprietary rights of any third parties, we cannot
assure you that third parties will not assert such claims against us in the
future or that such claims will not be successful. We could incur substantial
costs and diversion of management resources to defend any claims relating to
proprietary rights, which could harm our business. In addition, we are obligated
under certain agreements to indemnify the other party for claims that we
infringe on the proprietary rights of third parties. If we are required to
indemnify parties under these agreements, our business could be harmed. If
someone asserts a claim relating to proprietary technology or information
against us, we may seek licenses to this intellectual property. We may not be
able to obtain licenses on commercially reasonable terms, or at all. The failure
to obtain the necessary licenses or other rights may harm our business.

Risks Related To Government Regulation, Content And Intellectual Property
Government Regulation May Subject Us to Liability and Require Us To Change The
Way We Do Business. Our business is subject to rapidly changing laws and
regulations. Although our operations are currently based in California, the
United States government and the governments of other states and foreign
countries have attempted to regulate activities on the Internet. Evolving areas
of law that are relevant to our business include privacy law, copyright law,
proposed encryption laws, content regulation and import/export regulations.
Because of this rapidly evolving and uncertain regulatory environment, we cannot
predict how these laws and regulations might affect our business. In addition,
these uncertainties make it difficult to ensure compliance with the laws and
regulations governing the Internet. These laws and regulations could harm us by
subjecting us to liability or forcing us to change how we do business.


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<PAGE>

Risks Related to Trading in Our Common Stock

Investing in a Technology Stock (Such as Ours) May Involve Greater Risk Than
Other Investments Due to Market Conditions, Stock Price Volatility and Other
Factors. The trading price of our Common Stock has been subject to significant
fluctuations to date, and will likely be subject to wide fluctuations in the
future due to:

      o     Quarter-to-quarter variations in operating results

      o     Announcements of technological innovations by us, our customers or
            competitors

      o     New products or significant OEM/ODM design achievements by us or our
            competitors

      o     General conditions in the markets for the our products or in the
            electronics industry

      o     The price and availability of products and components

      o     Changes in operating factors including delays of shipments, orders
            or cancellations

      o     General financial market conditions

      o     Market conditions for technology stocks

      o     Litigation or changes in operating results or estimates by analysts
            or others

      o     Or other events or factors

We do not endorse or accept any responsibility for the estimates or
recommendations issued by stock research analysts or others from time to time or
comments on any electronic chat boards. The public stock markets in general, and
technology stocks in particular, have experienced extreme price and trading
volume volatility. This volatility has significantly affected the market prices
of securities of many high technology companies for reasons frequently unrelated
to the operating performance of the specific companies. These broad market
fluctuations may adversely affect the market price of our Common Stock in the
future.

Low-Price Stocks and Stocks Traded on the OTC Electronic Bulletin Board are
Subject to Special Regulations and may have Increased Risk. Our shares of Common
Stock are traded on the OTC Electronic Bulletin Board, an electronic,
screen-based trading system operated by the National Association of Securities
Dealers, Inc. ("NASD"). Securities traded on the OTC Electronic Bulletin Board
are, for the most part, thinly traded and are subject to special regulations not
imposed on securities listed or traded on the NASDAQ system or on a national
securities exchange. As a result, an investor may find it difficult to dispose
of, or to obtain accurate quotations as to the price of, our Common Stock. Sales
of substantial amounts of our outstanding Common Stock in the public market
could materially adversely affect the market price of our Common Stock. To date,
the price of our Common Stock has been extremely volatile with the sale price
fluctuating from a low of $0.12 to a high of $0.63 in the last twelve months. In
addition, our Common Stock is subject to Rules 15g-1-15g-6 promulgated under the
Securities Exchange Act of 1934 that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally, a person with assets
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with his or her spouse). For transactions covered by this rule, the
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. Consequently, the rule may affect the ability of broker-dealers to sell
the Company's securities and may affect the ability of investors to sell their
securities in the secondary market. The Commission has also adopted regulations
which define a "penny stock" to be any equity security that has a market price
(as defined) of less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the regulations require the delivery, prior to the
transaction, of a disclosure schedule prepared by the Commission relating to the
penny stock market. The broker-dealer must also disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock in the account and information on the
limited market in penny stocks.

Important Factors Related to Forward-Looking Statements and Associated Risks.
This prospectus contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934 and we intend that such forward-looking statements be subject to the
safe harbors created thereby. These forward-looking statements include our plans
and objectives of management for future operations, including plans and
objectives relating to the products and our future economic performance. The
forward-looking statements included herein are based upon current expectations
that involve a number of risks and uncertainties. These forward-looking
statements are based upon assumptions that we will design, manufacture, market
and ship new products


                                       20
<PAGE>

on a timely basis, that competitive conditions within the computer and
electronic markets will not change materially or adversely, that the computer
and electronic markets will continue to experience growth, that demand for the
our products will increase, that we will obtain and/or retain existing
development partners and key management personnel, that future inventory risks
due to shifts in market demand will be minimized, that our forecasts will
accurately anticipate market demand and that there will be no material adverse
change in our operations or business. Assumptions relating to the foregoing
involve judgments with respect, among other things, to future economic,
competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Although we believe that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the results
contemplated in forward-looking information will be realized. In addition, as
disclosed above, our business and operations are subject to substantial risks
which increase the uncertainty inherent in such forward-looking statements. Any
of the other factors disclosed above could cause our net sales or net income (or
loss), or our growth in net sales or net income (or loss), to differ materially
from prior results. Growth in absolute amounts of costs of sales and selling and
administrative expenses or the occurrence of extraordinary events could cause
actual results to vary materially from the results contemplated in the
forward-looking statements. Budgeting and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause us to alter our marketing, capital expenditure or other budgets,
which may in turn affect our results of operations. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse changes in market prices,
including interest rate risk and other relevant market rate or price risks.

Our exposure to market risk for changes in interest rates relates primarily to
our investment in cash and cash equivalents of $686,789 and our debt of
$1,578,750, consisting of accrued interest, the 15% Unsecured Note and the 12%
Subordinated Promissory Note. We do not use derivative financial instruments in
our investment portfolio and due to the nature of our investments, do not expect
our operating results or cash flows to be significantly affected by potential
changes in interest rates. At June 30, 2004, the market value of these
investments, which were all classified as cash and cash equivalents and
certificate of deposit, and debt approximated cost.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The management of the Company, including the Chief Executive Officer and Chief
Accounting Officer, have conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) as of a date within 90 days prior to the filing of this
Annual Report on Form 10-K (the "Evaluation Date"). Based upon that evaluation,
the Chief Executive Officer and Chief Accounting Officer concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company, including its consolidated subsidiaries, required to be included in the
Company's periodic SEC filings.

(b) Changes in internal controls.

Subsequent to the date of the evaluation, there have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect internal controls, nor were there any corrective actions required with
regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved from time to time in routine litigation incidental to the
conduct of our business. Except as set forth below, there is currently no
material pending legal proceedings to which we are party or to which any of our
property is subject.

In March 2002, we entered into a Development and Manufacturing Agreement with
Eclipse by Fujitsu Ten ("Eclipse"), a car stereo company. Under the agreement,
e.Digital receives non-recurring engineering fees for design and development
services, as well as revenues for the manufacture and delivery of
Eclipse-branded audio products. In April 2004, we filed a


                                       21
<PAGE>

demand for arbitration against Eclipse for numerous breaches of the contract
signed by Eclipse. These breaches include cancellation of the initial
non-cancelable order, breach of the implied covenant of good faith and fair
dealing, and misappropriation of our intellectual property, confidential,
proprietary and trade secret information. As of the time of this filing, this
issue remains pending. There can be no certainty regarding the timing and
outcome of the Eclipse arbitration.

Item 2. Changes in Securities

(a)   On July 2, 2004, the Company closed a $1,000,000 offering of Unsecured 12%
      Subordinated Promissory Notes due July 1, 2005. The 12% Subordinated
      Promissory Note were sold in two phases, with $660,000 of the 12%
      Subordinated Promissory Note being issued and sold on June 25, 2004 and
      the remaining $340,000 of 12% Subordinated Promissory Note being issued
      and sold on July 2, 2004. In total, the Company received aggregate cash
      proceeds of $1,000,000 from the sale of the 12% Subordinated Promissory
      Note s. The purchasers, in connection therewith, were granted warrants to
      purchase 2,000,000 shares of Common Stock at an exercise price of $0.25
      per share, exercisable until June 30, 2007.

Item 3. Defaults Upon Senior Securities

NONE

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

NONE

Item 5. Other Information

On July 1, 2004, the Company announced the resignation of Alfred Falk from the
Board of Directors and announced a realignment of managements responsibilities
by appointing Atul Anandpura as President and Chief Executive Officer and Mr.
Falk as Vice President of Business Development.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 31.1 - Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Atul
Anandpura, Chief Executive Officer.

Exhibit 31.2 - Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Renee
Warden, Principal Accounting Officer.

Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Atul
Anandpura, Chief Executive Officer and Renee Warden, Principal Accounting
Officer.

(b) Reports on Form 8-K

NONE


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<PAGE>

                                   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.

                               e.DIGITAL CORPORATION

Date:    August 11, 2004          By: /s/ RENEE WARDEN
                                      ------------------------------------------
                                      Renee Warden, Chief Accounting Officer
                                      (Principal Accounting and Financial
                                       Officer and duly authorized to sign on
                                       behalf of the Registrant)


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