UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB/A

(Amendment No. 1)

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

California (State or other jurisdiction of incorporation or organization)		77-0223740 (I.R.S. Employer Identification Number)
11 Musick, Irvine, CA (Address of principal executive offices)		92618 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

 

 

EXPLANATORY NOTE

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

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. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 7, 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 7, 2008
/s/ WILLIAM R. ABBOTT   William R. Abbott		Senior Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)		July 7, 2008
/s/ GARY S. ALLEN, M.D.   Gary S. Allen, M.D.		Director		July 7, 2008
/s/ PAUL J. MCCORMICK   Paul J. McCormick		Director		July 7, 2008
/s/ ROBERT L. MORTENSEN   Robert L. Mortensen		Director		July 7, 2008
/s/ MARVIN J. SLEPIAN, M.D.   Marvin J. Slepian, M.D.		Director		July 7, 2008
/s/ GREGORY D. WALLER   Gregory D. Waller		Director		July 7, 2008

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