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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-KSB/A
(Amendment No. 2)
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number: 0-28288
 
Cardiogenesis Corporation
(Name of small business issuer in its charter)
     
California   77-0223740
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification Number)
     
11 Musick, Irvine, CA   92618
(Address of principal executive offices)   Zip Code
(949) 420-1800
(Issuer’s telephone number)
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
(Title of Class)
 
     Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ     No o
     Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o
     Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o     No þ
     State issuer’s revenues for its most recent fiscal year: $12,059,000
     State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $14,852,984 as of February 29, 2008.
     State the number of shares outstanding of each of the issuer’s classes of equity as of the latest practicable date: 45,274,395 shares of common stock, no par value, outstanding as of February 29, 2008.
DOCUMENTS INCORPORATED BY REFERENCE:
     Certain portions of the following documents are incorporated by reference into Part III of this Form 10-KSB: The Registrant’s Proxy Statement for the Annual Meeting of Shareholders.
     Transitional Small Business Disclosure Format
Yes o     No þ
 
 

 

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SIGNATURES
Exhibit Index
EXHIBIT 31.1
EXHIBIT 31.2

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EXPLANATORY NOTE
This form 10-KSB/A (Amendment No. 2) amends the Form 10-KSB filed on March 25, 2008 by Cardiogenesis Corporation with respect to the year ended December 31, 2007, as further amended by Amendment No. 1 thereto, filed on July 7, 2008. This amendment is being filed in order to correct Exhibits 31.1 and 31.2 which inadvertently omitted certain required language. Other than the changes to these two Exhibits, no other portion of the Form 10-KSB has been amended.

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  CARDIOGENESIS CORPORATION
 		  
  By:   /s/ RICHARD P. LANIGAN    
    Richard P. Lanigan   
    President   
 
Date: July 29, 2008
     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.
         
Signature   Title   Date
 
        
/s/ RICHARD P. LANIGAN
 
Richard P. Lanigan
  President
(Principal Executive Officer) 		  July 29, 2008
 
        
/s/ WILLIAM R. ABBOTT
 
William R. Abbott
  Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer) 		  July 29, 2008
 
        
/s/ GARY S. ALLEN, M.D.
 
Gary S. Allen, M.D.
  Director   July 29, 2008
 
        
/s/ PAUL J. MCCORMICK
 
Paul J. McCormick
  Director   July 29, 2008
 
        
/s/ ROBERT L. MORTENSEN
 
Robert L. Mortensen
  Director   July 29, 2008
 
        
/s/ MARVIN J. SLEPIAN, M.D.
 
Marvin J. Slepian, M.D.
  Director   July 29, 2008
 
        
/s/ GREGORY D. WALLER
 
Gregory D. Waller
  Director   July 29, 2008

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Exhibit Index
     
Exhibit No.   Description
31.1
  Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
    
31.2
  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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