UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 **FORM
        10-Q**
 
 x QUARTERLY
        REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
        ACT OF 1934
 
 For
        the
        quarterly period ended June 30, 2008
 
 o TRANSITION
        REPORT UNDER SECTION 13
        OR 15(d) OF THE SECURITIES  EXCHANGE
        ACT OF 1934
 
 For
        the
        transition period from _____ to _____
 
 Commission
        File Number: 000-52818
 
 **CARDIO
        VASCULAR MEDICAL DEVICE CORP.**
 (Exact
        name of registrant as specified in its charter)
 
 Delaware
                (State
                  or other jurisdiction of incorporation or organization)
              98-0534701
                (IRS
                  Employer Identification No.)
 
 12
        Shaar
        Hagai Street
 Haifa,
        Israel 34554
 (Address
        of principal executive offices)
 
 011-972-
        544-982397
 (Issuer's
        telephone number, including area code)
 
 _______________________________ N/A _________________________________
 (Former
        name, former address, and former fiscal year, if changed since last
        report)
 
 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
o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting
        company.  See definitions of “large accelerated filer,” “accelerated
        filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
        Act.
 
 Large
                  Accelerated Filer o
              Accelerated Filer oNon-Accelerated
                  Filer o
                (Do
                  not check if a smaller reporting company)
              Smaller Reporting Company
x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes x No o
 
 Number
        of
        shares of common stock, $0.0001 par value, outstanding as of July 23,
        2008:13,525,000 shares
 
 
 
 **TABLE
        OF CONTENTS**
 
 PagePART
                  I - FINANCIAL INFORMATION
              
              
              F-1Item
                  1. Financial Statements
              
              
              F-1Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              
              
              3Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              
              
              5Item
                  4T. Controls and Procedures
              
              
              5PART
                  II - OTHER INFORMATION
              
              
              6Item
                  1. Legal Proceedings
              
              
              6Item
                  1A. Risk Factors
              
              
              6Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              7Item
                  3. Defaults Upon Senior Securities
              
              
              7Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              7Item
                  5. Other Information
              
              
              7Item
                  6. Exhibits
              
              
              7
  2
 
 **PART
        I**
 **FINANCIAL
        INFORMATION**
 
 **Item
        1.**  **Financial
        Statements.**
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **INDEX
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2008, AND 2007**
 **(Unaudited)**
  Financial
                      Statements-Balance
                      Sheet as of June 30, 2008
                  
                  
                  F-2Statements
                      of Operations for the Three Months and Six Months EndedJune
                      30, 2008, the Three Months and Period EndedJune
                      30, 2007, and Cumulative from Inception
                  
                  
                  F-3Statements
                      of Cash Flows for the Six Months EndedJune
                      30, 2008, and 2007, and Cumulative from Inception
                  
                  
                  F-4Notes
                      to Financial Statements June 30, 2008, and 2007
                  
                  
                  F-5
  
  **CARDIO
                      VASCULAR MEDICAL DEVICE CORP.****(A
                      DEVELOPMENT STAGE COMPANY)****BALANCE
                      SHEET (NOTE 2)****AS
                      OF JUNE 30, 2008****(Unaudited)**
  **ASSETS****2008****Current
                      Assets:**Cash
                      in bank
                  
                  $
                  622Total
                      current assets
                  
                  
                  622**Other
                      Assets:**Patent,
                      net of accumulated amortization of $277
                  
                  
                  4,723Total
                      other assets
                  
                  
                  4,723**Total
                      Assets**
                  
                  $
                  5,345**LIABILITIES
                      AND STOCKHOLDERS' (DEFICIT)****Current
                      Liabilities:**Accrued
                      liabilities
                  
                  $
                  7,500Due
                      to related party - Director and stockholder
                  
                  
                  14,300Total
                      current liabilities
                  
                  
                  21,800**Long-term
                      Debt:**Royalty
                      obligation payable to a Director and stockholder
                  
                  
                  5,000Total
                      long-term debt
                  
                  
                  5,000Total
                      liabilities
                  
                  
                  26,800**Commitments
                      and Contingencies****Stockholders'
                      (Deficit):**Common
                      stock, par value $0.0001 per share, 200,000,000
                      sharesauthorized;
                      13,525,000 shares issued and outstanding
                  
                  
                  1,353Additional
                      paid-in capital
                  
                  
                  90,062(Deficit)
                      accumulated during the development stage
                  
                  
                  (112,870
                  )Total
                      stockholders' (deficit)
                  
                  
                  (21,455
                  )**Total
                      Liabilities and Stockholders' (Deficit)**
                  
                  $
                  5,345
 
 The
          accompanying notes to financial statements are
 an
          integral part of this balance sheet.
 
 F-2
 **CARDIO
                      VASCULAR MEDICAL DEVICE CORP.****(A
                      DEVELOPMENT STAGE COMPANY)****STATEMENTS
                      OF OPERATIONS (NOTE 2)****FOR
                      THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2008, THE THREE
                      MONTHS****AND
                      PERIOD ENDED JUNE 30, 2007, AND CUMULATIVE FROM INCEPTION (APRIL
                      26, 2007)****THROUGH
                      JUNE 30, 2008****(Unaudited)**
  **Six****Months
                      Ended**
                  
                  **Period
                      Ended**
                  
                  **Cumulative****Three
                      Months Ended June 30,**
                  
                  **June
                      30,**
                  
                  **June
                      30,**
                  
                  **From****2008**
                  
                  **2007**
                  
                  **2008**
                  
                  **2007**
                  
                  **Inception****Revenues**
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -**Expenses:**General
                      and administrative-Consulting
                      fees
                  
                  
                  -
                  
                  
                  5,000
                  
                  
                  -
                  
                  
                  5,000
                  
                  
                  67,585Professional
                      fees - Related party
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  2,500
                  
                  
                  -
                  
                  
                  15,950Transfer
                      agent fees
                  
                  
                  146
                  
                  
                  1,750
                  
                  
                  696
                  
                  
                  1,750
                  
                  
                  7,524Legal
                      fees
                  
                  
                  1,500
                  
                  
                  1,500
                  
                  
                  4,600
                  
                  
                  1,500
                  
                  
                  6,990Audit
                      and accounting fees
                  
                  
                  3,000
                  
                  
                  -
                  
                  
                  6,000
                  
                  
                  -
                  
                  
                  6,000Bank
                      charges
                  
                  
                  175
                  
                  
                  250
                  
                  
                  385
                  
                  
                  250
                  
                  
                  3,000SEC
                      and other filing fees
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  2,602Other
                  
                  
                  -
                  
                  
                  890
                  
                  
                  -
                  
                  
                  890
                  
                  
                  2,022Consulting
                      fees paid by issued shares
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  525Postage
                      and delivery
                  
                  
                  440
                  
                  
                  -
                  
                  
                  440
                  
                  
                  -
                  
                  
                  440Amortization
                  
                  
                  64
                  
                  
                  21
                  
                  
                  128
                  
                  
                  21
                  
                  
                  277Total
                      general and administrative expenses
                  
                  
                  6,325
                  
                  
                  9,411
                  
                  
                  14,749
                  
                  
                  9,411
                  
                  
                  112,915**(Loss)
                      from Operations**
                  
                  
                  (6,325
                  )
                  
                  (9,411
                  )
                  
                  (14,749
                  )
                  
                  (9,411
                  )
                  
                  (112,915
                  )**Other
                      Income**Interest
                      income
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  45Total
                      other income
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  45**Provision
                      for income taxes**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Net
                      (Loss)**
                  
                  $
                  (6,325
                  )
                  $
                  (9,411
                  )
                  $
                  (14,749
                  )
                  $
                  (9,411
                  )
                  $
                  (112,870
                  )**(Loss)
                      Per Common Share:**(Loss)
                      per common share - Basic and Diluted
                  
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )**Weighted
                      Average Number of Common Shares****Outstanding
                      - Basic and Diluted**
                  
                  
                  13,525,000
                  
                  
                  6,500,000
                  
                  
                  13,525,000
                  
                  
                  6,500,000
 
 The
          accompanying notes to financial statements are
 an
          integral part of these statements.
  F-3
 **CARDIO
                      VASCULAR MEDICAL DEVICE CORP.****(A
                      DEVELOPMENT STAGE COMPANY)****STATEMENTS
                      OF CASH FLOWS (NOTE 2)****FOR
                      THE SIX MONTHS ENDED JUNE 30, 2008, THE PERIOD ENDED****JUNE
                      30, 2007, AND CUMULATIVE FROM INCEPTION (APRIL 26, 2007)****THROUGH
                      JUNE 30, 2008****(Unaudited)**
  **Six****Months
                      Ended**
                  
                  **Period
                      Ended**
                  
                  **Cumulative****June
                      30,**
                  
                  **June
                      30,**
                  
                  **From****2008**
                  
                  **2007**
                  
                  **Inception****Operating
                      Activities:**Net
                      (loss)
                  
                  $
                  (14,749
                  )
                  $
                  (9,411
                  )
                  $
                  (112,870
                  )Adjustments
                      to reconcile net (loss) to net cash provided by(used
                      in) operating activities:Issuance
                      of common stock for services rendered
                  
                  
                  -
                  
                  
                  -
                  
                  
                  525Amortization
                  
                  
                  128
                  
                  
                  21
                  
                  
                  277Changes
                      in net liabilities-Accrued
                      liabilities
                  
                  
                  (1,307
                  )
                  
                  29,140
                  
                  
                  7,500**Net
                      Cash Provided by (Used in) Operating Activities**
                  
                  
                  (15,928
                  )
                  
                  19,750
                  
                  
                  (104,568
                  )**Investing
                      Activities:**Investing
                      activities
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Net
                      Cash Provided by Investing Activities**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Financing
                      Activities:**Checks
                      in excess of bank balance
                  
                  
                  -
                  
                  
                  250
                  
                  
                  -Due
                      to related party - Director and stockholder
                  
                  
                  14,300
                  
                  
                  -
                  
                  
                  53,300Payments
                      to related party - Director and stockholder
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (39,000
                  )Common
                      stock issued for cash
                  
                  
                  -
                  
                  
                  -
                  
                  
                  110,890Deferred
                      offering costs
                  
                  
                  -
                  
                  
                  (20,000
                  )
                  
                  (20,000
                  )**Net
                      Cash Provided by (Used in) Financing Activities**
                  
                  
                  14,300
                  
                  
                  (19,750
                  )
                  
                  105,190**Net
                      Increase (Decrease) in Cash**
                  
                  
                  (1,628
                  )
                  
                  -
                  
                  
                  622**Cash
                      - Beginning of Period**
                  
                  
                  2,250
                  
                  
                  -
                  
                  
                  -**Cash
                      - End of Period**
                  
                  $
                  622
                  
                  $
                  -
                  
                  $
                  622**Supplemental
                      Disclosure of Cash Flow Information:**Cash
                      paid during the period for:Interest
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
 On
              May
              28, 2007, the Company acquired by assignment a United States patent
              named
              Maneuverable Coiled Guidewire from a Director and stockholder. Under
              Staff
              Accounting Bulletin Topic 5G, " *Transfer
              of*  *Nonmonetary
              Assets by Promoters and Shareholders,"* the
              Company recorded the transaction as a royalty obligation payable at
              the Director
              and stockholder's historical cost basis, determined under accounting
              principles
              generally accepted in the United States of America in the amount of
              $5,000.
 
 On
              September 24, 2007, the Company issued 25,000 shares of common stock
              in payment
              of consulting fees of $525.
 The
          accompanying notes to financial statements are
 an
          integral part of these statements. ****
  F-4
  **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2008, AND 2007**
 **(Unaudited)**
  
 **(1)**  **Summary
          of Significant Accounting Policies**
 
 *Basis
          of Presentation and Organization*
 
 Cardio
          Vascular Medical Device Corp. (the “Company” or “Cardio Vascular”) is a Delaware
          corporation in the development stage. The Company was organized on April
          12,
          2007, and incorporated under the laws of the State of Delaware on April
          26,
          2007. The business plan of the Company is to develop a medical device
          application utilizing a patent pertaining to a maneuverable
          coiled guidewire .
          The
          patent’s intended use is to improve stenting procedures in the medical field and
          to advance the technology related to guidewire usage. The Company also
          plans to
          develop a prototype of the patent application, and then manufacture and
          market
          the product and/or seek third-party entities interested in licensing the
          rights
          to manufacture and market the guidewire. The accompanying financial statements
          of Cardio Vascular Medical Device Corp. were prepared from the accounts
          of the
          Company under the accrual basis of accounting.
 
 In
          addition, in 2007, the Company commenced a capital formation activity to
          effect
          a Registration Statement on Form SB-2 with the Securities and Exchange
          Commission, and raise capital of up to $105,000 from a self-underwritten
          offering of 3,500,000 **** shares
          of
          newly issued common stock in the public markets. The Company filed the
          SB-2
          Registration Statement with the SEC on August 28, 2007, and it was declared
          effective on September 17, 2007. On December 6, 2007, the Company completed
          and
          closed the offering by selling 3,500,000 registered shares of its common
          stock,
          par value of $0.0001 per share, at an offering price of $0.031 per share
          for
          proceeds of $109,890.
  *Cash
          and Cash Equivalents*
 
 For
          purposes of reporting within the statement of cash flows, the Company considers
          all cash on hand, cash accounts not subject to withdrawal restrictions
          or
          penalties, and all highly liquid debt instruments purchased with a maturity
          of
          three months or less to be cash and cash equivalents.
 
 *Unaudited
          Interim Financial Statements*
 
 The
          interim financial statements of the Company as of June 30, 2008, and for
          the
          three-month and six- month periods ended June 30, 2008, and 2007, and cumulative
          from inception are unaudited. However, in the opinion of management, the
          interim
          financial statements include all adjustments, consisting only of normal
          recurring adjustments, necessary to present fairly the Company’s financial
          position as of June 30, 2008, and the results of its operations and its
          cash
          flows for the three-month and six-month periods ended June 30, 2008, and
          2007,
          and cumulative from inception. These results are not necessarily indicative
          of
          the results expected for the calendar year ending December 31, 2008. The
          accompanying financial statements and notes thereto do not reflect all
          disclosures required under accounting principles generally accepted in
          the
          United States of America. Refer to the audited financial statements of
          the
          Company as of December 31, 2007, in its Annual Report on Form 10-KSB filed
          with
          the SEC for additional information, including significant accounting
          policies.
 F-5
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
  
 *Revenue
          Recognition*
 
 The
          Company is in the development stage and has yet to realize revenues from
          planned
          operations. It plans to realize revenues from licensing, manufacturing,
          selling,
          research and development, and royalty activities. Revenues will be recognized
          by
          major categories under the following policies:
 
 For
          licensing activities, revenue from such agreements will be realized over
          the
          term and under the conditions of each specific license once all contract
          conditions have been met. Payments for licensing fees are generally received
          at
          the time the license agreements are executed, unless other terms for delayed
          payment are documented and agreed to between the parties.
 
 For
          manufacturing and selling activities, revenues will be realized when the
          products are delivered to customers, and collection is reasonably
          assured.
 
 For
          research and development activities, revenues from such agreements will
          be
          realized as contracted services are performed or when milestones are achieved,
          in accordance with the terms of specific agreements. Advance payments for
          the
          use of technology where further services are to be provided or fees received
          on
          the signing of research agreements are recognized over the period of performance
          of the related activities. Amounts received in advance of recognition will
          be
          considered as deferred revenues by the Company.
 
 For
          royalty activities, revenues will be realized once performance requirements
          of
          the Company have been completed, and collection is reasonably
          assured.
 
 *Development
          Costs*
 
 The
          Company is in the development stage, and primarily involved in the development
          of a prototype application of a patent. When it has been determined that
          a
          prototype can be economically developed, the costs incurred to develop
          this
          prototype will be capitalized accordingly. Development costs capitalized
          will be
          amortized over the estimated useful life of the product following attainment
          of
          commercial production or written-off to expense if the product or project
          is
          abandoned.
 
 *Patent*
 
 The
          Company obtained a United States patent from a Director and stockholder
          by
          assignment effective June 5, 2007. The patent was originally granted on
          November
          28, 2006. Under Staff Accounting Bulletin Topic 5G, “ *Transfers
          of Nonmonetary Assets by Promoters and Shareholders* ,”
the
          Company recorded the transaction as a royalty obligation payable at the
          Director
          and stockholder’s historical cost basis in the amount of $5,000. The historical
          cost of obtaining the patent has been capitalized by the Company, and is
          being
          amortized over a period of approximately 19.5 years.
 F-6
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
  
 *Impairment
          of Long-Lived Assets*
 
 The
          Company evaluates the recoverability of long-lived assets and the related
          estimated remaining lives at each balance sheet date. The Company records
          an
          impairment or change in useful life whenever events or changes in circumstances
          indicate that the carrying amount may not be recoverable or the useful
          life has
          changed. For the period ended June 30, 2008, no events or circumstances
          occurred
          for which an evaluation of the recoverability of long-lived assets was
          required.
 
 *Loss
          Per Common Share*
 
 Basic
          loss per share is computed by dividing the net loss attributable to the
          common
          stockholders by the weighted average number of shares of common stock
          outstanding during the period. Diluted loss per share is computed similar
          to
          basic loss per share except that the denominator is increased to include
          the
          number of additional common shares that would have been outstanding if
          the
          potential common shares had been issued and if the additional common shares
          were
          dilutive. There were no dilutive financial instruments issued or outstanding
          for
          the period ended June 30, 2008.
 
 *Deferred
          Offering Costs*
 
 The
          Company defers as other assets the direct incremental costs of raising
          capital
          until such time as the offering is completed. At the time of the completion
          of
          the offering, the costs are charged against the capital raised. Should
          the
          offering be terminated, deferred offering costs are charged to operations
          during
          the period in which the offering is terminated.
 
 *Income
          Taxes*
 
 The
          Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
          for Income Taxes”* (“SFAS
          No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
          determined based on temporary differences between the basis of certain
          assets
          and liabilities for income tax and financial reporting purposes. The deferred
          tax assets and liabilities are classified according to the financial statement
          classification of the assets and liabilities generating the
          differences.
 
 The
          Company maintains a valuation allowance with respect to deferred tax assets.
          The
          Company establishes a valuation allowance based upon the potential likelihood
          of
          realizing the deferred tax asset and taking into consideration the Company’s
          financial position and results of operations for the current period. Future
          realization of the deferred tax benefit depends on the existence of sufficient
          taxable income within the carryforward period under the Federal tax laws.
 
 Changes
          in circumstances, such as the Company generating taxable income, could
          cause a
          change in judgment about the realizability of the related deferred tax
          asset.
          Any change in the valuation allowance will be included in income in the
          year of
          the change in estimate.
 F-7
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
 
 
 *Fair
          Value of Financial Instruments*
 
 The
          Company estimates the fair value of financial instruments using the available
          market information and valuation methods. Considerable judgment is required
          in
          estimating fair value. Accordingly, the estimates of fair value may not
          be
          indicative of the amounts the Company could realize in a current market
          exchange. As of June 30, 2008, the carrying value of the Company’s financial
          instruments approximated fair value due to their short-term nature and
          maturity.
  *Estimates*
 
 The
          financial statements are prepared on the basis of accounting principles
          generally accepted in the United States of America. The preparation of
          financial
          statements in conformity with generally accepted accounting principles
          requires
          management to make estimates and assumptions that affect the reported amounts
          of
          assets and liabilities as of June 30, 2008, and revenues and expenses for
          the
          periods ended June 30, 2008, and 2007, and cumulative from inception. Actual
          results could differ from those estimates made by management.
 
 **(2)**  **Development
          Stage Activities and Going Concern**
 
 The
          Company is currently in the development stage, and its business plan addresses
          the development of a medical device application utilizing a patent pertaining
          to
          a maneuverable coiled guidewire. The Company also plans to develop a prototype
          of the patent application, and then manufacture and market the product
          and/or
          seek third-party entities interested in licensing the rights to manufacture
          and
          market the guidewire.
 
 During
          the period from April 26, 2007, through June 30, 2008, the Company was
          incorporated, completed the assignment of a patent pertaining to a maneuverable
          coiled guidewire, issued common stock for stock subscription agreements,
          and
          commenced a capital formation activity to effect a Registration Statement
          on
          Form SB-2 with the SEC to raise capital of up to $105,000 from a
          self-underwritten offering of 3,500,000 **** shares
          of
          newly issued common stock in the public markets. The Registration Statement
          on
          Form SB-2 was filed with the SEC on August 28, 2007, and declared effective
          on
          September 17, 2007. On December 6, 2007, the Company completed the offering
          of
          its registered common stock as explained in Note 4.
 
 While
          management of the Company believes that the Company will be successful
          in its
          planned operating activities, there can be no assurance that the Company
          will be
          successful in the development of a prototype of its patent, commercialization
          of
          the prototype, sale of its planned product, technology, or services that
          will
          generate sufficient revenues to sustain the operations of the Company.
          The
          Company also intends to conduct additional capital formation activities
          through
          the issuance of its common stock and to commence operations.
 
 The
          accompanying financial statements have been prepared in conformity with
          accounting principles generally accepted in the United States of America,
          which
          contemplate continuation of the Company as a going concern. The Company
          has
          incurred an operating loss since inception, had negative working capital
          as of
          June 30, 2008, and the cash resources of the Company were insufficient
          to meet
          its planned business objectives. These and other factors raise substantial
          doubt
          about the Company’s ability to continue as a going concern. The accompanying
          financial statements do not include any adjustments to reflect the possible
          future effects on the recoverability and classification of assets or the
          amounts
          and classification of liabilities that may result from the possible inability
          of
          the Company to continue as a going concern.
  F-8
 
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2008, AND 2007**
 **(Unaudited)**
  **(3)**  **Patent
          Rights**
 
 On
          May
          28, 2007, the Company acquired by assignment 100 percent of all rights,
          title,
          and interest to a United States patent owned by a Director and stockholder
          of
          the Company in exchange for the Company’s commitment to payments of one half
          percent of all future revenues received from the exploitation of the patent
          as
          royalties to the Director and stockholder. The patent was originally issued
          by
          the United States Patent and Trademark Office on November 28, 2006. The
          assignment of the patent by a Director and stockholder of the Company to
          the
          Company was recorded with the United States Patent and Trademark Office
          on June
          5, 2007. The historical cost of the patent to the Director and stockholder
          in
          the amount of $5,000 is reflected on the accompanying balance sheet of
          the
          Company as the cost of the patent and a long-term royalty obligation due
          to a
          Director and stockholder. The Company recorded amortization of the cost
          of the
          patent in the amount of $128 for the six-month period ended June 30,
          2008.
 
 **(4)**  **Common
          Stock**
 
 On
          May
          10, 2007, the Company issued 10,000,000 shares of common stock valued at
          a price
          of $0.0001 per share (par value) for common stock subscriptions receivable
          of
          $1,000. On August 1, 2007, the Company received $1,000 from seven stockholders
          of the Company in satisfaction of common stock subscriptions receivable
          that
          were entered into on May 10, 2007.
 
 On
          September 24, 2007, the Company issued 25,000 shares of common stock valued
          at
          $525 for transfer agent services performed as described in Note 6
          below.
 
 In
          addition, in 2007, the Company commenced a capital formation activity to
          effect
          a Registration Statement on Form SB-2 with the SEC, and raise capital of
          up to
          $105,000 from a self-underwritten offering of 3,500,000 **** shares
          of
          newly issued common stock in the public markets. The Company filed the
          SB-2
          Registration Statement with the SEC on August 28, 2007, and was declared
          effective on September 17, 2007. On December 6, 2007, the Company completed
          and
          closed the offering by selling 3,500,000 registered shares of its common
          stock,
          par value of $0.0001 per share, at an offering price of $0.031 per share
          for
          proceeds of $109,890. Deferred offering costs of the capital formation
          activity
          amounted to $20,000.
 F-9
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
   **(5)**  **Income
          Taxes**
 
 The
          provision (benefit) for income taxes for the period ended June 30, 2008,
          and
          2007, was as follows (using a 23.7 percent effective Federal and state
          income
          tax rate):
 **2008**
                  
                  **2007**Current
                      Tax Provision:Federal
                      and state-Taxable
                      income
                  
                  $
                  -
                  
                  $
                  -Total
                      current tax provision
                  
                  $
                  -
                  
                  $
                  -Deferred
                      Tax Provision:Federal
                      and state-Loss
                      carryforwards
                  
                  $
                  3,496
                  
                  $
                  2,230Change
                      in valuation allowance
                  
                  
                  (3,496
                  )
                  
                  (2,230
                  )Total
                      deferred tax provision
                  
                  $
                  -
                  
                  $
                  -
 
 The
          Company had deferred income tax assets as of June 30, 2008, as
          follows:
 **2008**
                  
                  **2007**Loss
                      carryforwards
                  
                  $
                  26,761
                  
                  $
                  2,230Less
                      - Valuation allowance
                  
                  
                  (26,761
                  )
                  
                  (2,230
                  )Total
                      net deferred tax assets
                  
                  $
                  -
                  
                  $
                  -
 
 As
          of
          June 30, 2008, the Company had net operating loss carryforwards for income
          tax
          reporting purposes of approximately $112,870 that may be offset against
          future
          taxable income. The net operating loss carryforwards expire in the year
          2028.
          Current tax laws limit the amount of loss available to be offset against
          future
          taxable income when a substantial change in ownership occurs or a change
          in the
          nature of the business. Therefore, the amount available to offset future
          taxable
          income may
          be
          limited. No tax benefit has been reported in the financial statements for
          the
          realization of loss carryforwards, as the Company believes there is high
          probability that the carryforwards will not be utilized in the foreseeable future. Accordingly,
          the
          potential tax benefits of the loss carryforwards are offset by a valuation
          allowance of the same amount.
  **(6)**  **Related
          Party Transactions**
 
 On
          May
          28, 2007, a Director and stockholder of the Company assigned to the Company,
          in
          exchange for the Company’s commitment to royalty payments to the Director and
          stockholder of one-half percent of all future revenues received from the
          exploitation of the patent, a United States patent pertaining to a maneuverable
          coiled guidewire. The historical cost of the patent to the Director and
          stockholder in the amount of $5,000 is reflected on the accompanying balance
          sheet of the Company as the cost of the patent and a long-term royalty
          obligation due to a Director and stockholder.
  F-10
 
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2008, AND 2007**
 **(Unaudited)**
 On
          August
          1, 2007, the Company received $1,000 from seven stockholders of the Company
          in
          satisfaction of common stock subscriptions receivable that were entered
          into on
          May 10, 2007.
 
 For
          the
          period from September 28, 2007, through November 11, 2007, the Company
          had
          received various working capital loans from a Director and stockholder
          of the
          Company totaling $39,000. The loans were repaid by the Company on December
          3,
          2007.
 
 For
          the
          period ended December 31, 2007, the Company had paid to a Director and
          stockholder of the Company $35,055 for consulting services
          rendered.
 
 As
          of
          June 30, 2008, the Company owed to a Director and stockholder $14,300 that
          was
          loaned to the Company for working capital purposes. The loan is unsecured,
          non-interest bearing, and has no terms for repayment.
 
 **(7)**  **Recent
          Accounting Pronouncements**
 
 In
          February 2007, the FASB issued SFAS No. 159, “ *The
          Fair Value Option for Financial Assets and Liabilities* ”
(“SFAS
          No. 159”), which permits entities to measure many financial instruments and
          certain other items at fair value that are not currently required to be
          measured
          at fair value. An entity would report unrealized gains and losses on items
          for
          which the fair value option had been elected in earnings at each subsequent
          reporting date. The objective is to improve financial reporting by providing
          entities with the opportunity to mitigate volatility in reported earrings
          caused
          by measuring related assets and liabilities differently without having
          to apply
          complex hedge accounting provisions. The decision about whether to elect
          the
          fair value option is applied instrument by instrument, with a few exceptions;
          the decision is irrevocable; and it is applied only to entire instruments
          and
          not to portions of instruments. The statement requires disclosures that
          facilitate comparisons (a) between entities that choose different measurement
          attributes for similar assets and liabilities and (b) between assets and
          liabilities in the financial statements of an entity that selects different
          measurement attributes for similar assets and liabilities. SFAS No. 159
          is
          effective for financial statements issued for fiscal years beginning after
          November 15, 2007. Early adoption is permitted as of the beginning of a
          fiscal
          year provided the entity also elects to apply the provisions of SFAS No.
          157.
          Upon implementation, an entity shall report the effect of the first
          re-measurement to fair value as a cumulative-effect adjustment to the opening
          balance of retained earnings. Since the provisions of SFAS No. 159 are
          applied
          prospectively, any potential impact will depend on the instruments selected
          for
          fair value measurement at the time of implementation. The management of
          the
          Company is of the opinion that the adoption of this new pronouncement will
          not
          have an impact on its financial statements.
 
 In
          December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
          Interests in Consolidated Financial Statements - an amendment of ARB No.
          51”* (“SFAS
          No. 160”), ** which
          establishes accounting and reporting standards to improve the relevance,
          comparability, and transparency of financial information in its consolidated
          financial statements. This is accomplished by requiring all entities, except
          not-for-profit organizations, that prepare consolidated financial statements
          to
          (a) clearly identify, label, and present ownership interests in subsidiaries
          held by parties other than the parent in the consolidated statement of
          financial
          position within equity, but separate from the parent’s equity; (b) clearly
          identify and present both the parent’s and the noncontrolling’s interest
          attributable consolidated net income on the face of the consolidated statement
          of income; (c) consistently account for changes in parent’s ownership interest
          while the parent retains it controlling financial interest in subsidiary
          and for
          all transactions that are economically similar to be accounted for similarly;
          (d) measure of any gain, loss, or retained noncontrolling equity at fair
          value
          after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
          that clearly identify and distinguish between the interests of the parent
          and
          the interests of the noncontrolling owners. This statement also clarifies
          that a
          noncontrolling interest in a subsidiary is an ownership interest in the
          consolidated entity that should be reported as equity in the consolidated
          financial statements. SFAS No. 160 is effective for fiscal years and interim
          periods on or after December 15, 2008. The management of the Company does
          not
          expect the adoption of this pronouncement to have a material impact on
          its
          financial statements.
  F-11
 
 **CARDIO
          VASCULAR MEDICAL DEVICE CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **JUNE
          30, 2008, AND 2007**
 **(Unaudited)**
  In
          March
          2008, the FASB issued FASB Statement No. 161, *“Disclosures
          about Derivative Instruments and Hedging Activities - an amendment of FASB
          Statement 133”* (“SFAS
          No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
          hedging activities, including enhanced disclosures regarding how: (a) an
          entity
          uses derivative instruments; (b) derivative instruments and related hedged
          items
          are accounted for under SFAS No. 133, *“Accounting
          for Derivative Instruments and Hedging Activities”* ;
          and (c)
          derivative instruments and related hedged items affect an entity’s financial
          position, financial performance, and cash flows. Specifically, SFAS No.
          161
          requires:
 
 l
                Disclosure
                    of the objectives for using derivative instruments be disclosed
                    in terms
                    of underlying risk and accounting
                    designation;
 l
                Disclosure
                    of the fair values of derivative instruments and their gains
                    and losses in
                    a tabular format;
 l
                Disclosure
                    of information about credit-risk-related contingent features;
                    and
 l
                Cross-reference
                    from the derivative footnote to other footnotes in which
                    derivative-related information is
                    disclosed.
 
 SFAS
          No.
          161 is effective for fiscal years and interim periods beginning after November
          15, 2008. Earlier application is encouraged. The management of the Company
          does
          not expect the adoption of this pronouncement to have a material impact
          on its
          financial statements.
 
 On
          May 9,
          2008, the FASB issued FASB Statement No. 162, “ *The
          Hierarchy of Generally Accepted Accounting Principles”* (“SFAS
          No. 162”). SFAS No. 162 is intended to improve financial reporting by
          identifying a consistent framework, or hierarchy, for selecting accounting
          principles to be used in preparing financial statements that are presented
          in
          conformity with U.S. generally accepted accounting principles (“GAAP”) for
          nongovernmental entities.
 
 Prior
          to
          the issuance of SFAS No. 162, GAAP hierarchy was defined in the American
          Institute of Certified Public Accountants (“AICPA”) Statement on Auditing
          Standards (“SAS”) No. 69, “ *The
          Meaning of Present Fairly in Conformity with Generally Accept Accounting
          Principles.”* SAS No.
          69 has been criticized because it is directed to the auditor rather than
          the
          entity. SFAS No. 162 addresses these issues by establishing that the GAAP
          hierarchy should be directed to entities because it is the entity (not
          the
          auditor) that is responsible for selecting accounting principles for financial
          statements that are presented in conformity with GAAP.
 F-12
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
 The
          sources of accounting principles that are generally accepted are categorized
          in
          descending order as follows:
 
 a)
              FASB
                  Statements of Financial Accounting Standards and Interpretations,
                  FASB
                  Statement 133 Implementation Issues, FASB Staff Positions, and
                  American
                  Institute of Certified Public Accountants (AICPA) Accounting Research
                  Bulletins and Accounting Principles Board Opinions that are not
                  superseded
                  by actions of the FASB. 
 b)
              FASB
                  Technical Bulletins and, if cleared by the FASB, AICPA Industry
                  Audit and
                  Accounting Guides and Statements of
                  Position. 
 c)
              AICPA
                  Accounting Standards Executive Committee Practice Bulletins that
                  have been
                  cleared by the FASB, consensus positions of the FASB Emerging Issues
                  Task
                  Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
                  (EITF D-Topics). 
 d)
              Implementation
                  guides (Q&As) published by the FASB staff, AICPA Accounting
                  Interpretations, AICPA Industry Audit and Accounting Guides and
                  Statements
                  of Position not cleared by the FASB, and practices that are widely
                  recognized and prevalent either generally or in the
                  industry. 
 SFAS
          No.
          162 is effective 60 days following the SEC’s approval of the Public Company
          Accounting Oversight Board amendment to its authoritative literature. It
          is only
          effective for nongovernmental entities; therefore, the GAAP hierarchy will
          remain in SAS 69 for state and local governmental entities and federal
          governmental entities. The management of the Company does not expect the
          adoption of this pronouncement to have a material impact on its financial
          statements.
 
 On
          May
          26, 2008, the FASB issued FASB Statement No. 163, “ *Accounting
          for Financial Guarantee Insurance Contracts* ”
(“SFAS
          No. 163”). SFAS No. 163 clarifies how FASB Statement No. 60, “ *Accounting
          and Reporting by Insurance Enterprises* ”
(“SFAS
          No. 60”), applies to financial guarantee insurance contracts issued by insurance
          enterprises, including the recognition and measurement of premium revenue
          and
          claim liabilities. It also requires expanded disclosures about financial
          guarantee insurance contracts.
 
 The
          accounting and disclosure requirements of SFAS No. 163 are intended to
          improve
          the comparability and quality of information provided to users of financial
          statements by creating consistency. Diversity exists in practice in accounting
          for financial guarantee insurance contracts by insurance enterprises under
          SFAS
          No. 60, “ *Accounting
          and Reporting by Insurance Enterprises.* ”
That
          diversity results in inconsistencies in the recognition and measurement
          of claim
          liabilities because of differing views about when a loss has been incurred
          under
          FASB Statement No. 5, “ *Accounting
          for Contingencies* ”
(“SFAS
          No. 5”). SFAS No. 163 requires that an insurance enterprise recognize a claim
          liability prior to an event of default when there is evidence that credit
          deterioration has occurred in an insured financial obligation. It also
          requires
          disclosure about (a) the risk-management activities used by an insurance
          enterprise to evaluate credit deterioration in its insured financial obligations
          and (b) the insurance enterprise’s surveillance or watch list.
 F-13
  **CARDIO
            VASCULAR MEDICAL DEVICE CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **JUNE
            30, 2008, AND 2007**
 **(Unaudited)**
 SFAS
          No.
          163 is effective for financial statements issued for fiscal years beginning
          after December 15, 2008, and all interim periods within those fiscal years,
          except for disclosures about the insurance enterprise’s risk-management
          activities. Disclosures about the insurance enterprise’s risk-management
          activities are effective the first period beginning after issuance of SFAS
          No.
          163. Except for those disclosures, earlier application is not permitted.
          The
          management of Cardio Vascular does not expect the adoption of this pronouncement
          to have a material impact on its financial statements.
 
 **(8)**  **Commitments
          and Contingencies**
 
 The
          Company is committed to paying royalties to a Director and stockholder
          based on
          one-half percent of all future revenues received from the exploitation
          of a
          patent as described in Note 3 above.
 
 On
          September 17, 2007, the Company entered into a Consulting Agreement with
          Island
          Capital Management, LLC dba Island Stock Transfer (“Island Stock Transfer”) for
          consulting and advisory services. Under the Agreement, the Company agreed
          to pay
          to Island Stock Transfer initial fees amounting to $2,525 plus transaction
          fees
          payable as follows: (1) $1,000 due at the time of execution of the Agreement,
          and $1,000 within 60 days; (2) the issuance of 25,000 shares of the Company’s
          common stock with a value of $525; and (3) transaction fees in accordance
          with
          the fee schedule for services of Island Stock Transfer. The Company also
          has the
          right under the Agreement to repurchase the 25,000 shares of common stock
          from
          Island Stock Transfer for a period of 12 months for $10,000. Prior to March
          31,
          2008, the Company paid the initial fee of $2,000 for consulting and advisory
          services, and issued 25,000 shares of common stock for such services with
          a
          value of $525.
 
 F-14
 
 **Item
        2. Management’s Discussion and Analysis of Financial Condition and Results of
        Operations.**
 
 As
        used
        in this Quarterly Report on Form 10-Q (this “Report”), references to “Cardio
        Vascular,” “the Company,” “we,” “our,” or “us” refer to Cardio Vascular Medical
        Device Corp. unless the context otherwise indicates.
 
 **Forward-Looking
        Statements**
 
 The
        following discussion should be read in conjunction with our financial
        statements, which are included elsewhere in this Report. This Report contains
        forward-looking statements, which relate to future events or our future
        financial performance. In some cases, you can identify forward-looking
        statements by terminology such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue”
or the negative of these terms or other comparable terminology. These statements
        are only predictions and involve known and unknown risks, uncertainties,
        and
        other factors that may cause our or our industry’s actual results, levels of
        activity, performance or achievements to be materially different from any
        future
        results, levels of activity, performance or achievements expressed or implied
        by
        these forward-looking statements.
 
 For
        a
        description of such risks and uncertainties refer to our Registration Statement
        on Form SB-2 and Form 10-KSB, filed with the Securities and Exchange Commission
        on August 28, 2007, and March 25, 2008, respectively. While these
        forward-looking statements, and any assumptions upon which they are based,
        are
        made in good faith and reflect our current judgment regarding the direction
        of
        our business, actual results will almost always vary, sometimes materially,
        from
        any estimates, predictions, projections, assumptions or other future performance
        suggested herein. Except as required by applicable law, including the securities
        laws of the United States, we do not intend to update any of the forward-looking
        statements to conform these statements to actual results.
 
 **Overview**
 
 We
        were
        incorporated under the laws of the State of Delaware on April 26, 2007. We
        intend to engage in the manufacture and distribution of a new and improved
        maneuverable-coiled guidewire. We are a development stage company. We have
        not
        generated any revenue to date and our operations have been limited to
        organizational, start-up, and fund raising activities. We currently have
        no
        employees other than our officers, who are also our directors.
 
 3
 We
        own
        the technology and patent for a new and improved maneuverable-coiled guidewire.
        Such patent, entitled the “Maneuverable-Coiled Guidewire,” was approved and
        granted by the United States Patent and Trademark Office on November 28,
        2006,
        and was assigned the United States Patent No. 7,141,024. The inventor of
        the
        technology covered by such patent was Benny Gaber. The patent and all other
        intellectual property rights relating to the technology were acquired by
        us on
        May 28, 2007, in exchange for future royalties to be paid in the amount of
1⁄2%
        from revenues derived from the sale and/or licensing and/or manufacturing
        of the
        related patent. On such date, we entered into a Patent Transfer and Sale
        Agreement with Benny Gaber, our President and Director, pursuant to which
        Mr.
        Gaber assigned to us all of his rights, title, and interest in the patent
        and
        other intellectual property rights related thereto. The assignment was recorded
        with the United States Patent and Trademark Office on June 5, 2007.
 
 The
        invention is characterized by a maneuverable-coiled guidewire. A guidewire
        is a
        slender flexible metal wire with a very soft tip (usually made of a coil)
        that
        can be bent prior to the insertion into arteries. The surgeon, by twirling
        and
        manipulating it back and forth, tries to insert the tip into the desired
        branch
        when in a bifurcation. The invention is based on the “Buckling” theory in which
        the tip is bent according to the force applied to it. Our principal business
        plan is to develop a prototype and then manufacture and market the product
        and /
        or seek third party entities interested in licensing the rights to manufacture
        our product. We have not yet approached or spoken with any such potential
        partners or licensees.
  Once
        a
        valid prototype is working the Company will apply for an IRB (approval by
        the
        Helsinki Committee) to start conducting trials in medical clinics and / or
        hospitals. Based on the results of these trials, the Company, in conjunction
        with the third party manufacturers will apply for FDA approval (501k). Once
        FDA
        approval is received, the Company will seek to license the related technology
        to
        medical companies, strategic partners and / or manufacture the products for
        medical clinics and / or hospitals.
 
 **Plan
        of Operation**
  Since
        our
        inception, we have not generated any revenues and do not expect to generate
        any
        revenues over the next twelve months. Our principal business objective for
        the
        next twelve months will be to successfully develop a working prototype. We
        will
        rely on third parties to develop a prototype and to work with us to manufacture
        the product. If our manufacturing and distribution agreements are not
        satisfactory, we may not be able to develop or commercialize our device as
        planned. In addition, we may not be able to contract with third parties to
        manufacture our device in an economical manner. Furthermore, third-party
        manufacturers may not adequately perform their obligations, which may impair
        our
        competitive position. If a manufacturer fails to perform, we could experience
        significant time delays or we may be unable to commercialize or continue
        to
        market our maneuverable-coiled guidewire device.
 
 **Going
        Concern Consideration**
 
 The
        financial statements contained herein for the fiscal quarter ending June
        30,
        2008, have been prepared on a “going concern” basis, which contemplates the
        realization of assets and the satisfaction of liabilities in the normal course
        of business. For the reasons discussed herein and in the footnotes to our
        financial statements included herein, there is a significant risk that we
        will
        be unable to continue as a going concern. Our audited financial statements
        included in our Registration Statement on Form SB-2 (Registration No.
        333-145738) for the period ended June 30, 2007, contain additional footnote
        disclosures describing the circumstances that lead to this disclosure by
        our
        registered independent auditors.
 
 4
 **Material
        Changes in Financial Condition**
  On
        June
        30, 2008, we had$622in cash,
        as compared to $2,250 on December 31, 2007. This decrease resulted primarily
        from the use of cash from operations . The Company does not believe that
        such
        funds will be sufficient to fund its expenses over the next 12 months. There
        can
        be no assurance that additional capital will be available to the Company.
        The
        Company currently has no agreements, arrangements, or understandings with
        any
        person to obtain funds through bank loans, lines of credit, or any other
        sources. Since the Company has no such arrangements or plans currently in
        effect, its inability to fund its business plan will have a severe negative
        impact on its ability to remain viable.
 
 **Material
        Changes in Results of Operations**
 
 The
        Company incurred total expenses and net losses of $14,749 for the
        six month period ended June 30, 2008, an increase of 57 % as compared to
        total
        expenses and net losses of $9,411 for the period from April 26, 2007 (inception)
        to June 30, 2007. This increase resulted primarily from additional legal
        and
        accounting and other professional fees incurred for the related period.
 
 **Off
        Balance Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements that have or are reasonably likely
        to
        have a current or future effect on our financial condition, changes in financial
        condition, revenues or expenses, results of operations, liquidity, capital
        expenditures, or capital resources that are material to investors.
 
 **Item
        3.**  **Quantitative
        and Qualitative Disclosures About Market Risk**
 
 As
        a
        smaller reporting company, we are not required to provide the information
        required by this Item 3.
 
 **Item
        4T. Controls and Procedures.**
 
 **Evaluation
        of Disclosure Controls and Procedures**
 
 Our
        disclosure controls and procedures are designed to ensure that information
        required to be disclosed in reports that we file or submit under the Securities
        Exchange Act of 1934 is recorded, processed, summarized, and reported within
        the
        time periods specified in the rules and forms of the United States Securities
        and Exchange Commission. Our principal executive and financial officer has
        reviewed the effectiveness of our "disclosure controls and procedures" (as
        defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act
        of
        1934) as of the end of the period covered by this Quarterly Report on Form
        10-Q
        and has concluded that the disclosure controls and procedures are effective
        to
        ensure that material information relating to the Company is recorded, processed,
        summarized, and reported in a timely manner.
 
 **Management's
        Quarterly Report on Internal Control over Financial
        Reporting.**
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting for the Company, as defined in Rules 13a-15(f)
        and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control
        over financial reporting is designed to provide reasonable assurance regarding
        the reliability of financial reporting and the preparation of financial
        statements for external purposes in accordance with generally accepted
        accounting principles and includes those policies and procedures
        that:
 
 5
 (i)
        pertain to the maintenance of records that, in reasonable detail, accurately
        and
        fairly reflect the transactions and dispositions of our assets;
  (ii)
        provide reasonable assurance that transactions are recorded as necessary
        to
        permit preparation of financial statements in accordance with generally accepted
        accounting principles, and that receipts and expenditures of the Company
        are
        being made only in accordance with authorizations of management and directors
        of
        the Company; and
 
 (iii)
        provide reasonable assurance regarding prevention or timely detection of
        unauthorized acquisition, use or disposition of the Company's assets that
        could
        have a material effect on the financial statements.
 
 Management's
        assessment of the effectiveness of the Company's internal control over financial
        reporting is as of June 30, 2008. We believe that our internal control over
        financial reporting is effective. We have not identified any current material
        weaknesses, considering the nature and extent of our current operations,
        or any
        risks or errors in our financial reporting under current
        operations.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
 
 This
        quarterly report on Form 10-Q does not include an attestation report of the
        Company's registered independent auditor regarding internal control
        over financial reporting. Management's report was not subject to attestation
        by
        the Company's registered independent auditor pursuant to temporary
        rules of the Securities and Exchange Commission that permit the Company to
        provide only management's report in this quarterly report.
  There
        was
        no change in our internal control over financial reporting that occurred
        during
        the fiscal quarter ended June 30, 2008, that has materially affected, or
        is
        reasonably likely to materially affect, our internal control over financial
        reporting.
 
 **PART
        II**
 **OTHER
        INFORMATION**
 
 **Item
        1.**  **Legal
        Proceedings.**
 
 There
        are
        no pending legal proceedings to which the Company is a party or in which
        any
        director, officer, or affiliate of the Company, any owner of record or
        beneficially of more than 5% of any class of voting securities of the Company,
        or security holder is a party adverse to the Company or has a material interest
        adverse to the Company. The Company’s property is not the subject of any pending
        legal proceedings.
 
 **Item
        1A. Risk Factors**
 
 None.
 
 6
  **Item
        2.**  **Unregistered
        Sales of Equity Securities and Use of Proceeds.**
 
 None.
 
 **Item
        3.**  **Defaults
        Upon Senior Securities.**
 
 None.
 
 **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
 
 There
        was
        no matter submitted to a vote of security holders during the fiscal quarter
        ended June 30, 2008.
 
 **Item
        5.**  **Other
        Information.**
 
 None.
  **Item
        6.**  **Exhibits**
 
 Exhibit
                  No.
              
              Description31.1
              
              Rule
                  13a-14(a)/15(d)-14(a) Certification of Principal Executive
                  Officer31.2
              
              Rule
                  13a-14(a)/15(d)-14(a) Certification of Principal Financial and
                  Accounting
                  Officer32.1
              
              Section
                  1350 Certification of Principal Executive Officer32.2
              
              Section
                  1350 Certification of Principal Financial and Accounting
                  Officer
  7
  **SIGNATURES**
 
 In
        accordance with to requirements of the Securities Exchange Act of 1934, the
        Company has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
  **CARDIO
                VASCULAR MEDICAL DEVICE CORP**.July
                25,
                2008
              By:
              /s/ Benny
                GaberTitle:President,
                  Chief Executive Officer, andDirector
                (Principal
                  Executive Officer)
 July
                  25,
                  2008
                By:
                /s/ Lavi
                  KrasneyName:
Lavi
                  KrasneyTitle:  
                    Secretary,
                    Treasurer, and Director
                  (Principal
                      Financial and AccountingOfficer)
 
  8